I 
117TH CONGRESS 
1ST SESSION H. R. 1187 
To provide for disclosure of additional material information about public 
companies and establish a Sustainable Finance Advisory Committee, and 
for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
FEBRUARY 18, 2021 
Mr. VARGAS (for himself and Mr. GARCI´A of Illinois) introduced the following 
bill; which was referred to the Committee on Financial Services 
A BILL 
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, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘ESG Disclosure Sim-
plification Act of 2021’’. 
SEC. 2. 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: 
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‘‘(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-
eral Regulations as amended pursuant to subsection 
(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, 
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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 
Act 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 
Commission pursuant to paragraph (2), 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-
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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. 3. 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: 
‘‘(k) 
SUSTAINABLE
FINANCE
ADVISORY
COM-
MITTEE.— 
‘‘(1) ESTABLISHMENT.—The Securities and Ex-
change Commission (in this subsection referred to as 
the ‘Commission’) shall establish a permanent advi-
sory committee to be called the ‘Sustainable Finance 
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Advisory Committee’ (in this subsection referred to 
as the ‘Committee’). 
‘‘(2) DUTIES OF COMMITTEE.—The Committee 
shall— 
‘‘(A) submit a report to the Securities and 
Exchange 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.— 
‘‘(i) IN
GENERAL.—The Committee 
shall consist of no more than 20 members 
who shall each serve for one four-year 
term. 
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‘‘(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-
resent types of individuals and entities 
with similar interests in sustainable fi-
nance. 
‘‘(B) SELECTION.— 
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‘‘(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. 
‘‘(D) 
MEMBER
TRANSPARENCY.—The 
name of each member and the types of individ-
uals and entities that such member represents 
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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-
suant to paragraph (2)(A), publish a response to 
such report.’’. 
Æ 
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