IIB 
117TH CONGRESS 
1ST SESSION H. R. 1187 
IN THE SENATE OF THE UNITED STATES 
JUNE 17, 2021 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To provide for disclosure of additional material information 
about public companies and establish a Sustainable Fi-
nance Advisory Committee, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Corporate Governance 
Improvement and Investor Protection Act’’. 
TITLE I—ESG DISCLOSURE 
SIMPLIFICATION 
SEC. 101. SHORT TITLE. 
This title may be cited as the ‘‘ESG Disclosure Sim-
plification Act of 2021’’. 
SEC. 102. FINDINGS. 
Congress finds the following: 
(1) The Securities and Exchange Commission 
has broad authority to require the disclosure of in-
formation if such information is in the interest of, 
or is material to investors. 
(2) The Commission does not require companies 
to disclose information related to environmental, so-
cial, and governance (‘‘ESG’’) matters, and does not 
require companies to adhere to standards for dis-
closing such information. 
(3) Investors have reported that voluntary dis-
closures of ESG metrics are inadequate. 
(4) A rule requiring reporting and standardiza-
tion of ESG disclosures is in the interest of inves-
tors. 
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(5) ESG matters are material to investors, and 
the Commission must establish standards for disclo-
sure of such matters. 
SEC. 103. ESG DISCLOSURES. 
(a) IN GENERAL.—Section 14 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78n) is amended by adding 
at the end the following: 
‘‘(k) ESG DISCLOSURES.— 
‘‘(1) IN GENERAL.—Each issuer the securities 
of which are registered under section 12 or that is 
required to file annual reports under section 15(d) 
shall disclose in any proxy or consent solicitation 
material for an annual meeting of the share-
holders— 
‘‘(A) a clear description of the views of the 
issuer about the link between ESG metrics and 
the long-term business strategy of the issuer; 
and 
‘‘(B) a description of any process the 
issuer uses to determine the impact of ESG 
metrics on the long-term business strategy of 
the issuer. 
‘‘(2) ESG METRICS
DEFINED.—In this sub-
section, the term ‘ESG metrics’ has the meaning 
given the term in part 210 of title 17, Code of Fed-
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eral Regulations as amended pursuant to section 
3(b) of the ESG Disclosure Simplification Act of 
2021.’’. 
(b) RULEMAKING.— 
(1) IN
GENERAL.—The Securities and Ex-
change Commission (in this Act referred to as the 
‘‘Commission’’) shall amend part 210 of title 17, 
Code of Federal Regulations (or any successor there-
to) to— 
(A) require each issuer, in any filing of the 
issuer described in such part that requires au-
dited financial statements, to disclose environ-
mental, social, and governance metrics (in this 
title referred to as ESG metrics); and 
(B) define ESG metrics. 
(2) SUSTAINABLE
FINANCE
ADVISORY
COM-
MITTEE.—The Sustainable Finance Advisory Com-
mittee established pursuant to section 4(k) of the 
Securities and Exchange Act of 1934 shall, not later 
than 180 days after the date of the first meeting of 
such Committee, submit to the Commission rec-
ommendations about what ESG metrics the Com-
mission should require issuers to disclose. 
(3) MATERIALITY.—It is the sense of Congress 
that ESG metrics, as such term is defined by the 
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Commission pursuant to paragraph (1), are de facto 
material for the purposes of disclosures under the 
Securities Exchange Act of 1934 and the Securities 
Act of 1933. 
(4) 
INCORPORATION
OF
INTERNATIONAL 
STANDARDS.—When amending part 210 of title 17, 
Code of Federal Regulations (or any successor there-
to) pursuant to paragraph (1), the Commission may, 
as the Commission determines appropriate, incor-
porate any internationally recognized, independent, 
multi-stakeholder environmental, social, and govern-
ance disclosure standards. 
(5) LOCATION OF DISCLOSURE.—Any disclosure 
required by paragraph (1) may be included in a 
notes section of the filing. 
(6) DELAY FOR SMALL ISSUERS.—The Commis-
sion may use a phased approach when applying any 
amendments made pursuant to paragraph (1) to 
small issuers and may determine the criteria by 
which an issuer qualifies as a small issuer for pur-
poses of such phased approach. 
SEC. 104. SUSTAINABLE FINANCE ADVISORY COMMITTEE. 
Section 4 of the Securities Exchange Act of 1934 (15 
U.S.C. 78d) is amended by adding at the end the fol-
lowing: 
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‘‘(k) 
SUSTAINABLE
FINANCE
ADVISORY
COM-
MITTEE.— 
‘‘(1) ESTABLISHMENT.—The Commission shall 
establish a permanent advisory committee to be 
called the ‘Sustainable Finance Advisory Committee’ 
(in this subsection referred to as the ‘Committee’). 
‘‘(2) DUTIES OF COMMITTEE.—The Committee 
shall— 
‘‘(A) submit a report to the Commission 
not later than 18 months after the date of the 
first meeting of the Committee that— 
‘‘(i) identifies the challenges and op-
portunities for investors associated with 
sustainable finance; and 
‘‘(ii) recommends policy changes to fa-
cilitate the flow of capital towards sustain-
able investments, in particular environ-
mentally sustainable investments; 
‘‘(B) when solicited, advise the Commission 
on sustainable finance; and 
‘‘(C) communicate with individuals and en-
tities with an interest in sustainable finance. 
‘‘(3) MEMBERSHIP.— 
‘‘(A) MEMBERS.— 
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‘‘(i) IN
GENERAL.—The Committee 
shall consist of no more than 20 members 
who shall each serve for one four-year 
term. 
‘‘(ii) REPRESENTATION.—Each mem-
ber shall represent individuals and entities 
with an interest in sustainable finance, 
such as— 
‘‘(I) experts on sustainable fi-
nance; 
‘‘(II) operators of financial infra-
structure; 
‘‘(III) entities that provide anal-
ysis, data, or methodologies that fa-
cilitate sustainable finance; 
‘‘(IV) insurance companies, pen-
sion funds, asset managers, depository 
institutions, or credit unions; or 
‘‘(V) other financial institutions 
that intermediate investments in sus-
tainable finance or manage risks re-
lated to sustainable development. 
‘‘(iii) REPRESENTATION
OF
INTER-
ESTS.—A member may not represent a 
single individual or entity and shall rep-
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resent types of individuals and entities 
with similar interests in sustainable fi-
nance. 
‘‘(B) SELECTION.— 
‘‘(i) IN GENERAL.—The Commission 
shall— 
‘‘(I) publish criteria for selection 
of members on the website of the 
Commission and in the Federal Reg-
ister; and 
‘‘(II) 
solicit 
applications 
for 
membership on the website of the 
Commission and in the Federal Reg-
ister. 
‘‘(ii) EQUAL SHARE.—From the indi-
viduals who submit applications for mem-
bership, each Commissioner of the Com-
mission shall select an equal number of the 
members of the Committee. 
‘‘(C) PAY.—Members may not receive pay 
by reason of their service on the Committee but 
may receive travel or transportation expenses in 
accordance with applicable provisions under 
subchapter I of chapter 57 of title 5, United 
States Code. 
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‘‘(D) 
MEMBER
TRANSPARENCY.—The 
name of each member and the types of individ-
uals and entities that such member represents 
shall be published on the website of the Com-
mission. 
‘‘(E) STAFF.—The Committee shall be 
supported by staff from the Office of the Inves-
tor Advocate of the Commission that are dedi-
cated to environmental, social and governance 
(in this subsection referred to as ‘ESG’) issues. 
‘‘(F) 
AUTHORIZATION
OF
APPROPRIA-
TION.—There are authorized to be appropriated 
such sums as are necessary to finance costs as-
sociated with staff dedicated to ESG issues in 
the Office of the Investor Advocate of the Com-
mission. 
‘‘(4) SUSTAINABLE
FINANCE.—For the pur-
poses of this subsection, the term ‘sustainable fi-
nance’ means the provision of finance with respect 
to investments taking into account environmental, 
social, and governance considerations. 
‘‘(5) SEC RESPONSE.—The Commission shall, 
not later than 6 months after the date on which the 
Committee submits a report to the Commission pur-
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suant to paragraph (2)(A), publish a response to 
such report.’’. 
SEC. 105. STUDY ON SHAREHOLDER COLLECTIVE ACTION. 
Not later than 1 year after the date of the enactment 
of this Act, the Securities and Exchange Commission 
shall— 
(1) conduct a study on— 
(A) the emergence, viability, and signifi-
cance of coalitions of shareholders who wish to 
preserve and promote critical employment and 
ESG standards; 
(B) whether and to what extent share-
holder collective action— 
(i) occurs; and 
(ii) has implications with respect to 
filing requirements under the Securities 
Exchange Act of 1934 (15 U.S.C. 78a et 
seq.); and 
(C) any possible anticompetitive activities 
associated with shareholder collective action; 
and 
(2) submit to Congress a report that includes— 
(A) the findings of the study conducted 
under paragraph (1); 
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(B) guidance, which may include an ap-
proved list, of shareholder engagement activities 
that are not considered to involve questions of 
corporate control; and 
(C) recommendations on regulatory safe 
harbors for engagement with respect to sustain-
ability guardrails and similar restrictions on 
portfolio company conduct with a goal of— 
(i) preserving economic justice, envi-
ronmental systems, and social institutions; 
and 
(ii) otherwise protecting the common 
interests of corporate shareholders and 
stakeholders. 
TITLE II—SHAREHOLDER 
POLITICAL TRANSPARENCY 
SEC. 201. SHORT TITLE. 
This title may be cited as the ‘‘Shareholder Political 
Transparency Act of 2021’’. 
SEC. 202. FINDINGS. 
Congress finds that— 
(1) corporations make significant political con-
tributions and expenditures that directly or indi-
rectly influence the election of candidates and sup-
port or oppose political causes; 
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(2) decisions to use corporate funds for political 
contributions and expenditures are usually made by 
corporate boards and executives, rather than share-
holders; 
(3) corporations, acting through boards and ex-
ecutives, are obligated to conduct business for the 
best interests of their owners, the shareholders; 
(4) historically, shareholders have not had a 
way to know, or to influence, the political activities 
of corporations they own; 
(5) shareholders and the public have a right to 
know how corporate managers are spending com-
pany funds to make political contributions and ex-
penditures benefitting candidates, political parties, 
and political causes; and 
(6) corporations should be accountable to share-
holders in making political contributions or expendi-
tures affecting Federal governance and public policy. 
SEC. 203. REPORTING REQUIREMENTS. 
Section 13 of the Securities Exchange Act of 1934 
(15 U.S.C. 78m) is amended by adding at the end the 
following: 
‘‘(s) REPORTING REQUIREMENTS RELATING TO CER-
TAIN POLITICAL EXPENDITURES.— 
‘‘(1) DEFINITIONS.—In this subsection: 
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‘‘(A) EXPENDITURE
FOR
POLITICAL
AC-
TIVITIES.—The term ‘expenditure for political 
activities’— 
‘‘(i) means— 
‘‘(I) an independent expenditure 
(as defined in section 301(17) of the 
Federal Election Campaign Act of 
1971 (52 U.S.C. 30101(17))); 
‘‘(II) an electioneering commu-
nication 
(as 
defined 
in 
section 
304(f)(3) of that Act (52 U.S.C. 
30104(f)(3))) and any other public 
communication (as defined in section 
301(22) of that Act (52 U.S.C. 
30101(22))) that would be an elec-
tioneering communication if it were a 
broadcast, cable, or satellite commu-
nication; or 
‘‘(III) dues or other payments to 
trade associations or organizations de-
scribed in section 501(c) of the Inter-
nal Revenue Code of 1986 and exempt 
from tax under section 501(a) of that 
Code that are, or could reasonably be 
anticipated to be, used or transferred 
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to another association or organization 
for the purposes described in sub-
clause (I) or (II); and 
‘‘(ii) does not include— 
‘‘(I) 
direct 
lobbying 
efforts 
through registered lobbyists employed 
or hired by the issuer; 
‘‘(II) 
communications 
by 
an 
issuer to its shareholders and execu-
tive or administrative personnel and 
their families; or 
‘‘(III) the establishment and ad-
ministration of contributions to a sep-
arate segregated fund to be utilized 
for political purposes by a corpora-
tion. 
‘‘(B) ISSUER.—The term ‘issuer’ does not 
include an investment company registered 
under section 8 of the Investment Company Act 
of 1940 (15 U.S.C. 80a–8). 
‘‘(2) QUARTERLY REPORTS.— 
‘‘(A) REPORTS REQUIRED.—Not later than 
180 days after the date of enactment of this 
subsection, the Commission shall amend the re-
porting rules under this section to require each 
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issuer with a class of equity securities reg-
istered under section 12 of this title to submit 
to the Commission and the shareholders of the 
issuer a quarterly report containing— 
‘‘(i) a description of any expenditure 
for political activities made during the pre-
ceding quarter; 
‘‘(ii) the date of each expenditure for 
political activities; 
‘‘(iii) the amount of each expenditure 
for political activities; 
‘‘(iv) if the expenditure for political 
activities was made in support of or in op-
position to a candidate, the name of the 
candidate and the office sought by, and the 
political party affiliation of, the candidate; 
and 
‘‘(v) the name or identity of trade as-
sociations or organizations described in 
section 501(c) of the Internal Revenue 
Code of 1986 and exempt from tax under 
section 501(a) of such Code which receive 
dues or other payments as described in 
paragraph (1)(A)(i)(III). 
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‘‘(B) PUBLIC
AVAILABILITY.—The Com-
mission shall ensure that the quarterly reports 
required under this paragraph are publicly 
available through the Internet website of the 
Commission and through the EDGAR system in 
a manner that is searchable, sortable, and 
downloadable, consistent with the requirements 
under section 24. 
‘‘(3) ANNUAL REPORTS.—Not later than 180 
days after the date of enactment of this subsection, 
the Commission shall, by rule, require each issuer to 
include in the annual report of the issuer to share-
holders— 
‘‘(A) a summary of each expenditure for 
political activities made during the preceding 
year in excess of $10,000, and each expenditure 
for political activities for a particular election if 
the total amount of such expenditures for that 
election is in excess of $10,000; 
‘‘(B) a description of the specific nature of 
any expenditure for political activities the issuer 
intends to make for the forthcoming fiscal year, 
to the extent the specific nature is known to the 
issuer; and 
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‘‘(C) the total amount of expenditures for 
political activities intended to be made by the 
issuer for the forthcoming fiscal year.’’. 
SEC. 204. REPORTS. 
(a) SECURITIES AND EXCHANGE COMMISSION.—The 
Securities and Exchange Commission shall— 
(1) conduct an annual assessment of the com-
pliance of issuers with section 13(s) of the Securities 
Exchange Act of 1934, as added by section 203; and 
(2) submit to Congress an annual report con-
taining the results of the assessment under para-
graph (1). 
(b) GOVERNMENT ACCOUNTABILITY OFFICE.—The 
Comptroller General of the United States shall periodically 
evaluate and report to Congress on the effectiveness of the 
oversight by the Securities and Exchange Commission of 
the reporting and disclosure requirements under section 
13(s) of the Securities Exchange Act of 1934, as added 
by section 203. 
TITLE III—GREATER 
ACCOUNTABILITY IN PAY 
SEC. 301. SHORT TITLE. 
This title may be cited as the ‘‘Greater Accountability 
in Pay Act of 2021’’. 
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SEC. 302. PAY RAISE DISCLOSURES. 
Section 13 of the Securities Exchange Act of 1934 
(15 U.S.C. 78m), as amended by section 203, is further 
amended by adding at the end the following: 
‘‘(t) PAY RAISE DISCLOSURES.—An issuer required 
to file an annual report under this section or section 15(d), 
that is not an emerging growth company, shall include in 
such report— 
‘‘(1) the percentage increase in the median of 
the annual total compensation of all executive offi-
cers (as such term is defined in section 240.3b–7 of 
title 17, Code of Federal Regulations) of the issuer 
over the last completed fiscal year; 
‘‘(2) the percentage increase in the median of 
the annual total compensation of all employees of 
the issuer, excluding executive officers, over the last 
completed fiscal year; 
‘‘(3) the ratio of the percentage described in 
paragraph (1) to the percentage described in para-
graph (2); 
‘‘(4) a comparison of the percentage described 
in paragraph (1) to the percentage change over the 
same period in the Consumer Price Index for All 
Urban Consumers published by the Bureau of Labor 
Statistics of the Department of Labor; and 
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‘‘(5) a comparison of the percentage described 
in paragraph (2) to the percentage change over the 
same period in the Consumer Price Index for All 
Urban Consumers published by the Bureau of Labor 
Statistics of the Department of Labor.’’. 
TITLE IV—CLIMATE RISK 
DISCLOSURE 
SEC. 401. SHORT TITLE. 
This title may be cited as the ‘‘Climate Risk Disclo-
sure Act of 2021’’. 
SEC. 402. SENSE OF CONGRESS. 
It is the sense of Congress that— 
(1) climate change poses a significant and in-
creasing threat to the growth and stability of the 
economy of the United States; 
(2) many sectors of the economy of the United 
States and many American businesses are exposed 
to climate-related risk, which may include exposure 
to— 
(A) the physical impacts of climate change, 
including the rise of the average global tem-
perature, 
accelerating 
sea-level 
rise, 
desertification, ocean acidification, intensifica-
tion of storms, increase in heavy precipitation, 
more frequent and intense temperature ex-
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tremes, more severe droughts, and longer wild-
fire seasons; 
(B) the economic disruptions and security 
threats that result from the physical impacts 
described in subparagraph (A) including con-
flicts over scarce resources, conditions condu-
cive to violent extremism, the spread of infec-
tious diseases, and forced migration; 
(C) the transition impacts that result as 
the global economy transitions to a clean and 
renewable energy, low-emissions economy, in-
cluding financial impacts as climate change fos-
sil fuel assets becoming stranded and it be-
comes uneconomic for companies to develop fos-
sil fuel assets as policymakers act to limit the 
worst impacts of climate change by keeping the 
rise in average global temperature to 1.5 de-
grees Celsius above pre-industrial levels; and 
(D) actions by Federal, State, Tribal, ter-
ritorial, and local governments to limit the 
worst effects of climate change by enacting poli-
cies that keep the global average surface tem-
perature rise to 1.5 degrees Celsius above pre- 
industrial levels; 
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(3) assessing the potential impact of climate-re-
lated risks on national and international financial 
systems is an urgent concern; 
(4) companies have a duty to disclose financial 
risks that climate change presents to their investors, 
lenders, and insurers; 
(5) the Securities and Exchange Commission 
has a duty to promote a risk-informed securities 
market that is worthy of the trust of the public as 
families invest for their futures; 
(6) investors, lenders, and insurers are increas-
ingly demanding climate risk information that is 
consistent, comparable, reliable, and clear; 
(7) including standardized, material climate 
change risk and opportunity disclosure that is useful 
for decision makers in annual reports to the Com-
mission will increase transparency with respect to 
risk accumulation and exposure in financial markets; 
(8) requiring companies to disclose climate-re-
lated risk exposure and risk management strategies 
will encourage a smoother transition to a clean and 
renewable energy, low-emissions economy and guide 
capital allocation to mitigate, and adapt to, the ef-
fects of climate change and limit damages associated 
with climate-related events and disasters; and 
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(9) a critical component in fighting climate 
change is a transparent accounting of the risks that 
climate change presents and the implications of con-
tinued inaction with respect to climate change. 
SEC. 403. DISCLOSURES RELATING TO CLIMATE CHANGE. 
Section 13 of the Securities Exchange Act of 1934 
(15 U.S.C. 78m), as amended by section 302, is further 
amended by adding at the end the following: 
‘‘(u) 
DISCLOSURES
RELATING
TO
CLIMATE 
CHANGE.— 
‘‘(1) DEFINITIONS.—In this subsection: 
‘‘(A) 1.5 DEGREE
SCENARIO.—The term 
‘1.5 degree scenario’ means a scenario that 
aligns with greenhouse gas emissions pathways 
that aim to limit global warming to 1.5 degrees 
Celsius above pre-industrial levels. 
‘‘(B) 
APPROPRIATE
CLIMATE
PRIN-
CIPALS.—The term ‘appropriate climate prin-
cipals’ means— 
‘‘(i) the Administrator of the Environ-
mental Protection Agency; 
‘‘(ii) the Administrator of the Na-
tional Oceanic and Atmospheric Adminis-
tration; 
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‘‘(iii) the Director of the Office of 
Management and Budget; 
‘‘(iv) the Secretary of the Interior; 
‘‘(v) the Secretary of Energy; and 
‘‘(vi) the head of any other Federal 
agency, as determined appropriate by the 
Commission. 
‘‘(C) BASELINE
SCENARIO.—The term 
‘baseline scenario’ means a widely-recognized 
analysis scenario in which levels of greenhouse 
gas emissions, as of the date on which the anal-
ysis is performed, continue to grow, resulting in 
an increase in the global average temperature 
of 1.5 degrees Celsius or more above pre-indus-
trial levels. 
‘‘(D) CARBON
DIOXIDE
EQUIVALENT.— 
The term ‘carbon dioxide equivalent’ means the 
number of metric tons of carbon dioxide emis-
sions with the same global warming potential as 
one metric ton of another greenhouse gas, as 
determined under table A–1 of subpart A of 
part 98 of title 40, Code of Federal Regula-
tions, as in effect on the date of enactment of 
this subsection. 
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‘‘(E) CLIMATE
CHANGE.—The term ‘cli-
mate change’ means a change of climate that 
is— 
‘‘(i) attributed directly or indirectly to 
human activity that alters the composition 
of the global atmosphere; and 
‘‘(ii) in addition to natural climate 
variability observed over comparable time 
periods. 
‘‘(F) COMMERCIAL DEVELOPMENT OF FOS-
SIL
FUELS.—The term ‘commercial develop-
ment of fossil fuels’ includes— 
‘‘(i) 
exploration, 
extraction, 
proc-
essing, exporting, transporting, refining, 
and any other significant action with re-
spect to oil, natural gas, coal, or any by-
product thereof or any other solid or liquid 
hydrocarbons that are commercially pro-
duced; and 
‘‘(ii) acquiring a license for any activ-
ity described in clause (i). 
‘‘(G) COVERED
ISSUER.—The term ‘cov-
ered issuer’ means an issuer that is required to 
file an annual report under subsection (a) or 
section 15(d). 
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‘‘(H) DIRECT AND INDIRECT GREENHOUSE 
GAS EMISSIONS.—The term ‘direct and indirect 
greenhouse gas emissions’ includes, with respect 
to a covered issuer— 
‘‘(i) all direct greenhouse gas emis-
sions released by the covered issuer; 
‘‘(ii) all indirect greenhouse gas emis-
sions with respect to electricity, heat, or 
steam purchased by the covered issuer; 
‘‘(iii) significant indirect emissions, 
other than the emissions described in 
clause (ii), emitted in the value chain of 
the covered issuer; and 
‘‘(iv) all indirect greenhouse gas emis-
sions that are attributable to assets owned 
or managed, including assets that are par-
tially owned or managed, by the covered 
issuer. 
‘‘(I) FOSSIL FUEL RESERVES.—The term 
‘fossil fuel reserves’ has the meaning given the 
term ‘reserves’ under the final rule of the Com-
mission titled ‘Modernization of Oil and Gas 
Reporting’ (74 Fed. Reg. 2158; published Jan-
uary 14, 2009). 
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‘‘(J) 
GREENHOUSE
GAS.—The 
term 
‘greenhouse gas’— 
‘‘(i) 
means 
carbon 
dioxide, 
hydrofluorocarbons, 
methane, 
nitrous 
oxide, 
perfluorocarbons, 
sulfur 
hexafluoride, 
nitrogen 
triflouride, 
and 
chlorofluorocarbons; 
‘‘(ii) 
includes 
any 
other 
anthropogenically-emitted gas that the Ad-
ministrator of the Environmental Protec-
tion Agency determines, after notice and 
comment, to contribute to climate change; 
and 
‘‘(iii) 
includes 
any 
other 
anthropogenically-emitted gas that the 
Intergovernmental 
Panel 
on 
Climate 
Change determines to contribute to climate 
change. 
‘‘(K) GREENHOUSE GAS EMISSIONS.—The 
term ‘greenhouse gas emissions’ means the 
emissions of greenhouse gas, expressed in terms 
of metric tons of carbon dioxide equivalent. 
‘‘(L) PHYSICAL RISKS.—The term ‘phys-
ical risks’ means financial risks to long-lived 
fixed assets, locations, operations, or value 
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chains that result from exposure to physical cli-
mate-related effects, including— 
‘‘(i) increased average global tempera-
tures and increased frequency of tempera-
ture extremes; 
‘‘(ii) increased severity and frequency 
of extreme weather events; 
‘‘(iii) increased flooding; 
‘‘(iv) sea level rise; 
‘‘(v) ocean acidification; 
‘‘(vi) increased frequency of wildfires; 
‘‘(vii) decreased arability of farmland; 
‘‘(viii) decreased availability of fresh 
water; and 
‘‘(ix) any other financial risks to long- 
lived fixed assets, locations, operations, or 
value chains determined appropriate by the 
Commission, in consultation with appro-
priate climate principals. 
‘‘(M) SOCIAL COST OF CARBON.—The term 
‘social cost of carbon’ means the social cost of 
carbon, as described in the technical support 
document entitled ‘Technical Support Docu-
ment: Technical Update of the Social Cost of 
Carbon for Regulatory Impact Analysis Under 
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Executive Order 12866’, published by the Inter-
agency Working Group on Social Cost of Green-
house Gases, United States Government, in Au-
gust 2016 or any successor or substantially re-
lated estimate of the monetized damages associ-
ated with an incremental increase in carbon di-
oxide emissions in a given year. 
‘‘(N) TRANSITION RISKS.—The term ‘tran-
sition risks’ means financial risks that are at-
tributable to climate change mitigation and ad-
aptation, including efforts to reduce greenhouse 
gas emissions and strengthen resilience to the 
impacts of climate change, including— 
‘‘(i) costs relating to— 
‘‘(I) international treaties and 
agreements; 
‘‘(II) Federal, State, and local 
policy; 
‘‘(III) new technologies; 
‘‘(IV) changing markets; 
‘‘(V) reputational impacts rel-
evant to changing consumer behavior; 
and 
‘‘(VI) litigation; and 
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‘‘(ii) assets that may lose value or be-
come stranded due to any of the costs de-
scribed in subclauses (I) through (VI) of 
clause (i). 
‘‘(O) VALUE
CHAIN.—The term ‘value 
chain’— 
‘‘(i) means the total lifecycle of a 
product or service, both before and after 
production of the product or service, as ap-
plicable; and 
‘‘(ii) may include the sourcing of ma-
terials, production, transportation, and dis-
posal with respect to the product or service 
described in clause (i). 
‘‘(2) FINDINGS.—Congress finds that— 
‘‘(A) short-, medium-, and long-term finan-
cial and economic risks and opportunities relat-
ing to climate change, and the national and 
global reduction of greenhouse gas emissions, 
constitute information that issuers— 
‘‘(i) may reasonably expect to affect 
shareholder decision making; and 
‘‘(ii) should regularly identify, evalu-
ate, and disclose; and 
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‘‘(B) the disclosure of information de-
scribed in subparagraph (A) should— 
‘‘(i) identify, and evaluate— 
‘‘(I) material physical and transi-
tion risks posed by climate change; 
and 
‘‘(II) the potential financial im-
pact of such risks; 
‘‘(ii) detail any implications such risks 
have on corporate strategy; 
‘‘(iii) detail any board-level oversight 
of material climate related risks and op-
portunities; 
‘‘(iv) allow for intra- and cross-indus-
try comparison, to the extent practicable, 
of climate-related risk exposure through 
the inclusion of standardized industry-spe-
cific and sector-specific disclosure metrics, 
as identified by the Commission, in con-
sultation with the appropriate climate prin-
cipals; 
‘‘(v) allow for tracking of performance 
over time with respect to mitigating cli-
mate risk exposure; and 
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‘‘(vi) incorporate a price on green-
house gas emissions in financial analyses 
that reflects, at minimum, the social cost 
of carbon that is attributable to issuers. 
‘‘(3) DISCLOSURE.—Each covered issuer, in any 
annual report filed by the covered issuer under sub-
section (a) or section 15(d), shall, in accordance 
with any rules issued by the Commission pursuant 
to this subsection, include in each such report infor-
mation regarding— 
‘‘(A) the identification of, the evaluation of 
potential financial impacts of, and any risk- 
management strategies relating to— 
‘‘(i) physical risks posed to the cov-
ered issuer by climate change; and 
‘‘(ii) transition risks posed to the cov-
ered issuer by climate change; 
‘‘(B) a description of any established cor-
porate governance processes and structures to 
identify, assess, and manage climate-related 
risks; 
‘‘(C) a description of specific actions that 
the covered issuer is taking to mitigate identi-
fied risks; 
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‘‘(D) a description of the resilience of any 
strategy the covered issuer has for addressing 
climate risks when differing climate scenarios 
are taken into consideration; and 
‘‘(E) a description of how climate risk is 
incorporated into the overall risk management 
strategy of the covered issuer. 
‘‘(4) RULE
OF
CONSTRUCTION.—Nothing in 
paragraph (3) may be construed as precluding a cov-
ered issuer from including, in an annual report sub-
mitted under subsection (a) or section 15(d), any in-
formation not explicitly referenced in such para-
graph. 
‘‘(5) RULEMAKING.—The Commission, in con-
sultation with the appropriate climate principals, 
shall, not later than 2 years after the date of the en-
actment of this subsection, issue rules with respect 
to the information that a covered issuer is required 
to disclose pursuant to this subsection and such 
rules shall— 
‘‘(A) establish climate-related risk disclo-
sure rules, which shall— 
‘‘(i) be, to the extent practicable, spe-
cialized for industries within specific sec-
tors of the economy, which shall include— 
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‘‘(I) the sectors of finance, insur-
ance, transportation, electric power, 
mining, and non-renewable energy; 
and 
‘‘(II) any other sector determined 
appropriate by the Commission, in 
consultation with the appropriate cli-
mate principals; 
‘‘(ii) include reporting standards for 
estimating and disclosing direct and indi-
rect greenhouse gas emissions by a covered 
issuer, and any affiliates of the covered 
issuer, which shall— 
‘‘(I) disaggregate, to the extent 
practicable, total emissions of each 
specified greenhouse gas by the cov-
ered issuer; and 
‘‘(II) include greenhouse gas 
emissions by the covered issuer during 
the period covered by the disclosure; 
‘‘(iii) include reporting standards for 
disclosing, with respect to a covered 
issuer— 
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‘‘(I) the total amount of fossil 
fuel-related assets owned or managed 
by the covered issuer; and 
‘‘(II) the percentage of fossil 
fuel-related assets as a percentage of 
total assets owned or managed by the 
covered issuer; 
‘‘(iv) specify requirements for, and the 
disclosure of, input parameters, assump-
tions, and analytical choices to be used in 
climate scenario analyses required under 
subparagraph (B)(i), including— 
‘‘(I) present value discount rates; 
and 
‘‘(II) time frames to consider, in-
cluding 5, 10, and 20 year time 
frames; and 
‘‘(v) include reporting standards and 
guidance with respect to the information 
required under subparagraph (B)(iii); 
‘‘(B) require that a covered issuer, with re-
spect to a disclosure required under this sub-
section— 
‘‘(i) incorporate into such disclosure— 
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‘‘(I) quantitative analysis to sup-
port any qualitative statement made 
by the covered issuer; 
‘‘(II) the rules established under 
subparagraph (A); 
‘‘(III) industry-specific metrics 
that comply with the requirements 
under subparagraph (A)(i); 
‘‘(IV) specific risk management 
actions that the covered issuer is tak-
ing to address identified risks; 
‘‘(V) a discussion of the short-, 
medium-, and long-term resilience of 
any risk management strategy, and 
the 
evolution 
of 
applicable 
risk 
metrics, of the covered issuer under 
each scenario described in clause (ii); 
and 
‘‘(VI) the total cost attributable 
to the direct and indirect greenhouse 
gas emissions of the covered issuer, 
using, at minimum, the social cost of 
carbon; 
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‘‘(ii) consider, when preparing any 
qualitative or quantitative risk analysis 
statement contained in the disclosure— 
‘‘(I) a baseline scenario that in-
cludes physical impacts of climate 
change; 
‘‘(II) a 1.5 degrees scenario; and 
‘‘(III) any additional climate 
analysis scenario considered appro-
priate by the Commission, in consulta-
tion with the appropriate climate prin-
cipals; 
‘‘(iii) if the covered issuer engages in 
the commercial development of fossil fuels, 
include in the disclosure— 
‘‘(I) an estimate of the total and 
a disaggregated amount of direct and 
indirect greenhouse gas emissions of 
the covered issuer that are attrib-
utable to— 
‘‘(aa) combustion; 
‘‘(bb) flared hydrocarbons; 
‘‘(cc) process emissions; 
‘‘(dd) directly vented emis-
sions; 
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‘‘(ee) fugitive emissions or 
leaks; and 
‘‘(ff) land use changes; 
‘‘(II) a description of— 
‘‘(aa) the sensitivity of fossil 
fuel reserve levels to future price 
projection scenarios that incor-
porate the social cost of carbon; 
‘‘(bb) the percentage of the 
reserves of the covered issuer 
that will be developed under the 
scenarios established in clause 
(ii), as well as a forecast for the 
development prospects of each re-
serve under the scenarios estab-
lished in clause (ii); 
‘‘(cc) the potential amount 
of direct and indirect greenhouse 
gas emissions that are embedded 
in proved and probable reserves, 
with each such calculation pre-
sented as a total and in sub-
divided categories by the type of 
reserve; 
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‘‘(dd) the methodology of 
the covered issuer for detecting 
and mitigating fugitive methane 
emissions, which shall include the 
frequency with which applicable 
assets of the covered issuer are 
observed for methane leaks, the 
processes and technology that the 
covered issuer uses to detect 
methane leaks, the percentage of 
assets of the covered issuer that 
the covered issuer inspects under 
that methodology, and quan-
titative and time-bound reduction 
goals of the issuer with respect to 
methane leaks; 
‘‘(ee) the amount of water 
that the covered issuer withdraws 
from freshwater sources for use 
and consumption in operations of 
the covered issuer; and 
‘‘(ff) the percentage of the 
water described in item (ee) that 
comes from regions of water 
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stress or that face wastewater 
management challenges; and 
‘‘(III) any other information that 
the Commission determines is— 
‘‘(aa) necessary; 
‘‘(bb) appropriate to safe-
guard the public interest; or 
‘‘(cc) directed at ensuring 
that investors are informed in ac-
cordance with the findings de-
scribed in paragraph (2); 
‘‘(C) with respect to a disclosure required 
under section 13(s) of the Securities Exchange 
Act of 1934, require that a covered issuer in-
clude in such disclosure any other information, 
or use any climate-related or greenhouse gas 
emissions metric, that the Commission, in con-
sultation with the appropriate climate prin-
cipals, determines is— 
‘‘(i) necessary; 
‘‘(ii) appropriate to safeguard the 
public interest; or 
‘‘(iii) directed at ensuring that inves-
tors are informed in accordance with the 
findings described in paragraph (2); and 
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‘‘(D) with respect to a disclosure required 
under section 13(s) of the Securities Exchange 
Act of 1934, establish how and where the re-
quired disclosures shall be addressed in the cov-
ered issuer’s annual financial filing. 
‘‘(6) FORMATTING.—The Commission shall re-
quire issuers to disclose information in an interactive 
data format and shall develop standards for such 
format, which shall include electronic tags for infor-
mation that the Commission determines is— 
‘‘(A) necessary; 
‘‘(B) appropriate to safeguard the public 
interest; or 
‘‘(C) directed at ensuring that investors 
are informed in accordance with the findings 
described in paragraph (2). 
‘‘(7) PERIODIC UPDATE OF RULES.—The Com-
mission shall periodically update the rules issued 
under this subsection. 
‘‘(8) COMPILATION
OF
INFORMATION
DIS-
CLOSED.—The Commission shall, to the maximum 
extent practicable make a compilation of the infor-
mation disclosed by issuers under this subsection 
publicly available on the website of the Commission 
and update such compilation at least once each year. 
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‘‘(9) REPORTS.— 
‘‘(A) REPORT TO CONGRESS.—The Com-
mission shall— 
‘‘(i) conduct an annual assessment re-
garding the compliance of covered issuers 
with the requirements of this subsection; 
‘‘(ii) submit to the appropriate con-
gressional committees a report that con-
tains the results of each assessment con-
ducted under clause (i); and 
‘‘(iii) make each report submitted 
under clause (ii) accessible to the public. 
‘‘(B) GAO 
REPORT.—The Comptroller 
General of the United States shall periodically 
evaluate, and report to the appropriate congres-
sional committees on, the effectiveness of the 
Commission in carrying out and enforcing this 
subsection.’’. 
SEC. 404. BACKSTOP. 
If, 2 years after the date of the enactment of this 
Act, the Securities and Exchange Commission has not 
issued the rules required under section 13(u) of the Secu-
rities Exchange Act of 1934, and until such rules are 
issued, a covered issuer (as defined in such section 13(u)) 
shall be deemed in compliance with such section 13(u) if 
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disclosures set forth in the annual report of such issuer 
satisfy the recommendations of the Task Force on Cli-
mate-related Financial Disclosures of the Financial Sta-
bility Board as reported in June, 2017, or any successor 
report, and as supplemented or adjusted by such rules, 
guidance, or other comments from the Commission. 
SEC. 405. AUTHORIZATION OF APPROPRIATIONS. 
There are authorized to be appropriated to the Secu-
rities and Exchange Commission such sums as may be 
necessary to carry out this title and the amendments made 
by this title. 
TITLE V—DISCLOSURE OF TAX 
HAVENS AND OFFSHORING 
SEC. 501. SHORT TITLE. 
This title may be cited as the ‘‘Disclosure of Tax Ha-
vens and Offshoring Act’’. 
SEC. 502. COUNTRY-BY-COUNTRY REPORTING. 
(a) COUNTRY-BY-COUNTRY REPORTING.—Section 13 
of the Securities Exchange Act of 1934 (15 U.S.C. 78m), 
as amended by section 403, is further amended by adding 
at the end the following new subsection: 
‘‘(v) DISCLOSURE OF FINANCIAL PERFORMANCE ON 
A COUNTRY-BY-COUNTRY BASIS.— 
‘‘(1) DEFINITIONS.—In this subsection— 
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‘‘(A) the term ‘constituent entity’ means, 
with respect to a covered issuer, any separate 
business entity of the covered issuer; 
‘‘(B) the term ‘covered issuer’ means an 
issuer who— 
‘‘(i) is a member of a multinational 
enterprise group; and 
‘‘(ii) 
the 
multinational 
enterprise 
group of which the issuer is a member has 
annual revenue for the preceding calendar 
year of not less than an amount deter-
mined by the Commission to conform to 
United States or international standards 
for country-by-country reporting; and 
‘‘(C) the term ‘tax jurisdiction’— 
‘‘(i) means a country or a jurisdiction 
that is not a country but that has fiscal 
autonomy; and 
‘‘(ii) includes a territory or possession 
of the United States that has fiscal auton-
omy. 
‘‘(2) DISCLOSURE.— 
‘‘(A) IN GENERAL.—Each covered issuer 
shall file a report with the Commission that in-
cludes information described in subparagraph 
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(B), and any other information required by the 
Commission, with respect to the reporting pe-
riod described in subparagraph (C). 
‘‘(B) INFORMATION
REQUIRED.—The in-
formation described in this subparagraph is as 
follows: 
‘‘(i) CONSTITUENT ENTITY INFORMA-
TION.—Information on the constituent en-
tity, including the following: 
‘‘(I) The complete legal name of 
the constituent entity. 
‘‘(II) The tax jurisdiction, if any, 
in which the constituent entity is resi-
dent for tax purposes. 
‘‘(III) The tax jurisdiction in 
which the constituent entity is orga-
nized or incorporated (if different 
from the tax jurisdiction of residence). 
‘‘(IV) The tax identification num-
ber, if any, used for the constituent 
entity by the tax administration of the 
constituent entity’s tax jurisdiction of 
residence. 
‘‘(V) The main business activity 
or activities of the constituent entity. 
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‘‘(ii) TAX
JURISDICTION.—Informa-
tion on each tax jurisdiction in which one 
or more constituent entities is resident, 
presented as an aggregated or consolidated 
form of the information for the constituent 
entities resident in each tax jurisdiction, 
including the following: 
‘‘(I) Revenues generated from 
transactions with other constituent 
entities. 
‘‘(II) Revenues not generated 
from transactions with other con-
stituent entities. 
‘‘(III) Profit or loss before in-
come tax. 
‘‘(IV) Total income tax paid on a 
cash basis to all tax jurisdictions. 
‘‘(V) Total accrued tax expense 
recorded on taxable profits or losses. 
‘‘(VI) Stated capital. 
‘‘(VII) Total accumulated earn-
ings. 
‘‘(VIII) Total number of employ-
ees on a full-time equivalent basis. 
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‘‘(IX) Net book value of tangible 
assets, which, for purposes of this sec-
tion, does not include cash or cash 
equivalents, intangibles, or financial 
assets. 
‘‘(iii) SPECIAL RULES.—The informa-
tion listed in clause (ii) shall be provided, 
in aggregated or consolidated form, for any 
constituent entity or entities that have no 
tax jurisdiction of residence. In addition, if 
a constituent entity is an owner of a con-
stituent entity that does not have a juris-
diction of tax residence, then the owner’s 
share of such entity’s revenues and profits 
will be aggregated or consolidated with the 
information for the owner’s tax jurisdiction 
of residence. 
‘‘(C) REPORTING PERIOD.—The reporting 
period covered by this paragraph is the period 
of the covered entity’s applicable financial state-
ment prepared for the 12-month period that 
ends with or within the taxable year of the cov-
ered issuer. If the covered issuer does not pre-
pare an annual applicable financial statement, 
then the reporting period covered by this para-
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graph is the 12-month period that ends on the 
last day of the taxable year of the covered 
issuer. 
‘‘(D) FILING
DEADLINE.—Each covered 
issuer shall submit to the Commission a report 
required under this section on or before the due 
date (including extensions) for filing that cov-
ered issuer’s tax return in the tax jurisdiction 
in which the covered issuer’s multinational en-
terprise group is resident. 
‘‘(E) 
REGULATION.—The 
Commission 
shall, in consultation with the Commissioner of 
the Internal Revenue Service and Secretary of 
the Treasury— 
‘‘(i) promulgate regulations carrying 
out this subsection that conform to United 
States or international standards for coun-
try-by-country reporting, including regula-
tions promulgated by the Internal Revenue 
Service; and 
‘‘(ii) require disclosure of the account-
ing methods used in calculating the infor-
mation contained in each report filed pur-
suant to this subsection.’’. 
(b) RULEMAKING.— 
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(1) DEADLINES.—The Securities and Exchange 
Commission (in this section referred to as the ‘‘Com-
mission’’) shall— 
(A) not later than 1 year after the date of 
enactment of this Act, issue a proposed rule to 
carry out this section and the amendment made 
by this section; and 
(B) not later than 18 months after the 
date of enactment of this Act, issue a final rule 
to carry out this section and the amendment 
made by this section. 
(2) DATA FORMAT.—The information required 
to be provided by this section shall be provided by 
the issuer in a report in a machine readable format 
prescribed by the Commission, and such report shall 
be made available to the public online, in such ma-
chine readable format as the Commission shall pre-
scribe. 
(3) EFFECTIVE DATE.—Subsection (v) of sec-
tion 13 of the Securities Exchange Act of 1934, as 
added by this section, shall become effective 1 year 
after the date on which the Commission issues a 
final rule under this section. 
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TITLE VI—WORKFORCE 
INVESTMENT DISCLOSURE 
SEC. 601. SHORT TITLE. 
This title may be cited as the ‘‘Workforce Investment 
Disclosure Act of 2021’’. 
SEC. 602. FINDINGS. 
Congress finds the following: 
(1) One of the keys to the 20th century post- 
war economic success of the United States was the 
ability to prepare workers over the course of their 
lives for success through multiple sectors across soci-
ety. Unfortunately, during the several decades pre-
ceding the date of enactment of this Act, there has 
been a shift in business norms and in society. While 
Congress recognizes that the technology and job 
skills required for some jobs has changed dramati-
cally, the private and public partnership to hire 
workers at different education levels and invest in 
them for the long-term is broken. 
(2) Available data from the 10-year period pre-
ceding the date of enactment of this Act suggests 
that businesses are investing less in worker training 
during that time period, not more. 
(3) In the wake of the 2008 global financial cri-
sis, there was a well-documented decline in overall 
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business investment. That decline coincides with the 
wage polarization of workers and an increase in 
spending on share buybacks and dividends, leading 
several researchers to conclude that companies are 
de-emphasizing investment at the expense of increas-
ing returns for shareholders. The onset of a global 
pandemic may make that trend worse, especially 
with respect to investments in workers. 
(4) As part of the overall decline in investment 
described in paragraph (3), publicly traded compa-
nies are being provided with incentives to prioritize 
investments in physical assets over investments in 
their workforces, meaning that those companies are 
investing in robots instead of individuals. In fact, 
there are already signs that automation has in-
creased during the COVID–19 pandemic. 
(5) More than ever, the Federal Government, 
through company disclosure practices, needs to un-
derstand exactly how companies are investing in 
their workers. Over the several months preceding the 
date of enactment of this Act, companies across the 
United States have taken extreme actions to adapt 
and respond to evolving workforce challenges pre-
sented by COVID–19. 
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(6) JUST Capital has been tracking the re-
sponses of the Standard and Poor’s 100 largest pub-
lic companies to their workers and has found wide 
variation in the policies implemented, as well as with 
respect to the disclosure of those policies. Through 
different responses to their workforces, from layoffs 
to workplace safety to paid leave, the COVID–19 
pandemic is exposing the myriad ways that work-
force management practices of companies pose oper-
ational and reputational risks for short- and long- 
term financial performance. 
(7) Even before the COVID–19 pandemic, there 
was a growing body of research establishing a rela-
tionship between measurable workforce management, 
which is the way that companies manage their em-
ployees, and firm performance. In a study of 2,000 
large companies, Harvard Law School’s Labor and 
Work Life Program found that forward-thinking 
workforce policies that prioritize workers, such as 
how companies train, retain, and pay their workers, 
are correlated with long-term financial performance. 
(8) Disclosure of workforce management poli-
cies should be part of a Government-wide economic 
recovery strategy. Just as a set of generally accepted 
accounting 
principles 
(commonly 
known 
as 
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‘‘GAAP’’) was urgently adopted after the Great De-
pression, standardized, comparable metrics of work-
force disclosure requirements in the context of the 
COVID–19 pandemic are critical for investors to ac-
curately measure and project company performance, 
both in the present and in the future. 
(9) Because many companies already track 
workforce metrics internally, moving towards a 
transparent disclosure regime would allow investors 
to better judge whether companies are managing 
risks 
and 
making 
the 
investments 
in 
their 
workforces that are needed for long-term growth. 
(10) Businesses increasingly rely on workforce 
innovation and intellectual capital for competitive-
ness. Workplace benefits, particularly paid sick 
leave, medical leave, and flexible work arrangements, 
critically support employee mental and physical well- 
being. 
(11) Race- and gender-based workplace dis-
crimination have been tied to negative health out-
comes, as well as lower productivity, trust, morale, 
and satisfaction and higher rates of absenteeism and 
turnover. Organizational reporting on practices to 
reduce discrimination can increase employee job sat-
isfaction, performance, and engagement. 
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(12) According to the Centers for Disease Con-
trol and Prevention, work-related stress is the lead-
ing occupational health risk and, per the American 
Institute of Stress, job stress costs United States in-
dustry more than $300,000,000,000 per year in ac-
cidents, absenteeism, employee turnover, diminished 
productivity, and medical, legal, and insurance costs. 
(13) Employee health and well-being is a key 
asset to delivering long-term value, with 80 percent 
of public companies that took concrete actions on 
health and well-being having seen larger improve-
ments in financial performance. 
(14) Organizational well-being interventions can 
create cost savings of up to 10 dollars for every dol-
lar invested. Specifically, for every dollar that em-
ployers spend on workplace disease prevention and 
well-being programs, there is a $3.27 reduction in 
employee medical costs and a $2.73 reduction in ab-
senteeism costs. Employers that implement work-
place health promotion programs have seen reduc-
tions in sick leave, health plan costs, and workers’ 
compensation and disability insurance costs of ap-
proximately 25 percent. 
(15) The Centers for Disease Control and Pre-
vention has found that preventable chronic condi-
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tions are a major contributor to insurance premium 
and employee medical claim costs, which are at an 
all-time high, and a Milken Institute study shows 
that employers paid $2,600,000,000,000 in 2016 for 
the indirect costs of employee chronic disease due to 
work absences, lost wages, and reduced economic 
productivity. 
(16) The COVID–19 pandemic has severely im-
pacted employee physical, mental, and emotional 
well-being by increasing stress, depression, burnout, 
and mortality rates of chronic disease and by reduc-
ing work-life balance and financial security, with 
these challenges likely to persist due to uncertainty 
and instability even as employees return to work. 
Before the COVID–19 pandemic, but especially in 
the face of that pandemic, employers that advance 
policies and practices that support workforce health, 
safety, and well-being are likely to outperform com-
petitors and benefit from lower costs. 
SEC. 603. DISCLOSURES RELATING TO WORKFORCE MAN-
AGEMENT. 
Section 13 of the Securities Exchange Act of 1934 
(15 U.S.C. 78m), as amended by section 502, is further 
amended by adding at the end the following: 
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‘‘(w) DISCLOSURES RELATING TO WORKFORCE MAN-
AGEMENT.— 
‘‘(1) DEFINITION.—In this subsection, the term 
‘contingent worker’ includes an individual per-
forming work in the usual course of business on a 
temporary basis (including through a labor inter-
mediary, including an individual or entity that sup-
plies an employer with workers to perform labor) or 
as an independent contractor. 
‘‘(2) REGULATIONS.—Not later than 2 years 
after the date of enactment of this subsection, the 
Commission, in consultation with the Secretary of 
Labor, the Secretary of Commerce, the Secretary of 
Treasury, and the Attorney General, shall promul-
gate regulations that require each issuer required to 
file an annual report under subsection (a) or section 
15(d) to disclose in that report information regard-
ing workforce management policies, practices, and 
performance with respect to the issuer. 
‘‘(3) RULES.—Consistent with the requirement 
under paragraph (4), each annual report filed with 
the Commission in accordance with the regulations 
promulgated under paragraph (2) shall include dis-
closure of the following with respect to the issuer fil-
ing the report for the year covered by the report: 
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‘‘(A) Workforce demographic information, 
including— 
‘‘(i) the number of full-time employ-
ees, the number of part-time employees, 
and the number of contingent workers (in-
cluding temporary and contract workers) 
with respect to the issuer, which shall in-
clude demographic information with re-
spect to those categories of individuals, in-
cluding information regarding race, eth-
nicity, and gender; 
‘‘(ii) any policies or practices of the 
issuer relating to subcontracting, outsourc-
ing, and insourcing individuals to perform 
work for the issuer, which shall include de-
mographic information with respect to 
those individuals, including information re-
garding race, ethnicity, and gender; and 
‘‘(iii) whether the percentage of con-
tingent workers with respect to the issuer 
has changed, including temporary and con-
tract workers, as compared with the pre-
vious annual report filed by the issuer 
under this subsection. 
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‘‘(B) Workforce stability information, in-
cluding information about the voluntary turn-
over or retention rate, the involuntary turnover 
rate, the internal hiring rate, and the internal 
promotion rate, as well as information about 
workers who transition between employee and 
contingent workers, and the horizontal job 
change rate by quintile and demographic infor-
mation. 
‘‘(C) Workforce composition, including— 
‘‘(i) data on diversity (including ra-
cial, ethnic, self-reported sexual orienta-
tion, and gender composition) for senior 
executives and other individuals in the 
workforce; and 
‘‘(ii) any policies, audits, and pro-
gramming expenditures relating to diver-
sity. 
‘‘(D) Workforce skills and capabilities, in-
cluding— 
‘‘(i) information about training and 
cross-training of employees and contingent 
workers by quintile and demographic infor-
mation, distinguishing between compliance 
training, career development training, job 
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performance or technical training, and 
training tied to recognized postsecondary 
credentials; 
‘‘(ii) average number of hours of 
training for each employee and contingent 
worker; 
‘‘(iii) total spending on training for all 
employees and contingent workers; 
‘‘(iv) average spending per employee 
or contingent worker; 
‘‘(v) training utilization rates; and 
‘‘(vi) whether completion of training 
opportunities translates into value added 
benefit for workers, as determined by wage 
increases or internal promotions. 
‘‘(E) Workforce health, safety, and well- 
being, including information regarding— 
‘‘(i) the frequency, severity, and lost 
time due to injuries, physical and mental 
illness, and fatalities; 
‘‘(ii) the scope, frequency, and total 
expenditure on workplace health, safety, 
and well-being programs; 
‘‘(iii) the total dollar value of assessed 
fines under the Occupational Safety and 
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Health Act of 1970 (29 U.S.C. 651 et 
seq.); 
‘‘(iv) the total number of actions 
brought under section 13 of the Occupa-
tional Safety and Health Act of 1970 (29 
U.S.C. 662) to prevent imminent dangers; 
‘‘(v) the total number of actions 
brought against the issuer under section 
11(c) of the Occupational Safety and 
Health Act of 1970 (29 U.S.C. 660(c)); 
‘‘(vi) any findings of workplace har-
assment or workplace discrimination dur-
ing the 5 fiscal year period of the issuer 
preceding the fiscal year in which the re-
port is filed; and 
‘‘(vii) communication channels and 
grievance mechanisms in place for employ-
ees and contingent workers. 
‘‘(F) Workforce compensation and incen-
tives, including information regarding— 
‘‘(i) total workforce costs, including 
salaries and wages, health benefits, other 
ancillary benefit costs, and pension costs; 
‘‘(ii) workforce benefits, including 
paid leave, health care, child care, and re-
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