I 
114TH CONGRESS 
2D SESSION 
H. R. 4718 
To require the Securities and Exchange Commission to establish a Gender 
Diversity Advisory Group to study and make recommendations on strate-
gies to increase gender diversity among the members of the board of 
directors of issuers, to amend the Securities Exchange Act of 1934 
to require issuers to make disclosures to shareholders with respect to 
gender diversity, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 7, 2016 
Mrs. CAROLYN B. MALONEY of New York (for herself, Mr. BEYER, and Mrs. 
DINGELL) introduced the following bill; which was referred to the Com-
mittee on Financial Services 
A BILL 
To require the Securities and Exchange Commission to estab-
lish a Gender Diversity Advisory Group to study and 
make recommendations on strategies to increase gender 
diversity among the members of the board of directors 
of issuers, to amend the Securities Exchange Act of 
1934 to require issuers to make disclosures to share-
holders with respect to gender diversity, 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 ‘‘Gender Diversity in 
Corporate Leadership Act of 2016’’. 
SEC. 2. GENDER DIVERSITY STUDY AND DISCLOSURES. 
(a) GENDER DIVERSITY ADVISORY GROUP.— 
(1) ESTABLISHMENT.—The Securities and Ex-
change Commission shall establish a Gender Diver-
sity Advisory Group (the ‘‘Advisory Group’’), which 
shall be composed of representatives from the Gov-
ernment, academia, and the private sector. 
(2) STUDY AND RECOMMENDATIONS.—The Ad-
visory Group shall— 
(A) carry out a study on strategies to in-
crease gender diversity among the members of 
the board of directors of issuers; and 
(B) not later than 9 months after the es-
tablishment of the Advisory Group, issue a re-
port to the Commission, the Committee on Fi-
nancial Services of the House of Representa-
tives, and the Committee on Banking, Housing, 
and Urban Affairs of the Senate containing the 
findings and determinations made in carrying 
out such study, along with recommendations to 
increase gender diversity among the members of 
the board of directors of issuers. 
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(3) ANNUAL REPORT.—Not later than 1 year 
following the issuance of the report under paragraph 
(2)(B), and annually thereafter, the Commission 
shall issue a report to the Committee on Financial 
Services of the House of Representatives and the 
Committee on Banking, Housing, and Urban Affairs 
of the Senate on the status of gender diversity 
among the members of the board of directors of 
issuers. 
(4) PUBLIC AVAILABILITY OF REPORTS.—The 
Commission shall make all reports of the Advisory 
Group available to issuers and the public, including 
on the website of the Commission. 
(b) DISCLOSURES.—The Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.) is amended by inserting after 
section 14B the following: 
‘‘SEC. 14C. GENDER DIVERSITY DISCLOSURES. 
‘‘The Commission shall, by rule, require each issuer 
to disclose, in any proxy or consent solicitation material 
for an annual meeting of the shareholders of the issuer, 
the gender composition of the issuer’s board of directors 
and nominees for the board of directors.’’. 
Æ 
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