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tirement, including information regarding 
benefits that are provided— 
‘‘(I) to full-time employees and 
not to part-time employees; or 
‘‘(II) to employees and not to 
contingent workers; 
‘‘(iii) total contributions made to un-
employment insurance by the issuer, how 
many employees to whom those contribu-
tions apply, and the total amount paid in 
unemployment compensation to individuals 
who were laid off by the issuer; 
‘‘(iv) policies and practices regarding 
how performance, productivity, equity, and 
sustainability are considered when setting 
pay and making promotion decisions; and 
‘‘(v) policies and practices relating to 
any incentives and bonuses provided to em-
ployees and any policies or practices de-
signed to counter any risks created by such 
incentives and bonuses. 
‘‘(G) Workforce recruiting and needs, in-
cluding— 
‘‘(i) the number of new jobs created, 
seeking 
to 
be 
filled, 
and 
filled, 
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disaggregated based on classification sta-
tus; 
‘‘(ii) the share of new jobs that re-
quire a bachelor’s degree or higher; 
‘‘(iii) information regarding the qual-
ity of hire for jobs described in clause (i); 
and 
‘‘(iv) the retention rate for individuals 
hired to fill the jobs described in clause (i). 
‘‘(H) Workforce engagement and produc-
tivity, including information regarding policies 
and practices of the issuer relating to— 
‘‘(i) engagement, productivity, and 
mental well-being of employees and contin-
gent workers, as determined in consulta-
tion with the Department of Labor; and 
‘‘(ii) freedom of association and work- 
life balance initiatives, including flexibility 
and the ability of the workforce to work re-
motely, as determined in consultation with 
the Department of Labor. 
‘‘(4) DISAGGREGATION OF INFORMATION.—To 
the maximum extent feasible, the information de-
scribed in paragraph (3) shall be disaggregated by— 
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‘‘(A) the workforce composition described 
in subparagraph (C)(i) of that paragraph; 
‘‘(B) wage quintiles of the employees of the 
issuer for the year covered by the applicable an-
nual report; and 
‘‘(C) the employment status of individuals 
performing services for the issuer, including 
whether those individuals are full-time employ-
ees, part-time employees, or contingent workers. 
‘‘(5) TREATMENT OF EMERGING GROWTH COM-
PANIES.—The Commission may exempt emerging 
growth companies from any disclosure required 
under subparagraph (D), (E), (F), (G), or (H) of 
paragraph (3) if the Commission determines that 
such an exemption is necessary or appropriate in the 
public interest. 
‘‘(6) FALSE OR MISLEADING STATEMENTS.— 
‘‘(A) IN GENERAL.—Except as provided in 
subparagraph (B), it shall be unlawful for any 
person, in any report or document filed under 
this subsection, to make or cause to be made 
any untrue statement of a material fact or omit 
to state a material fact required to be stated in 
the report or document or necessary to make 
the statement made, in the light of the cir-
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cumstances under which it is made, not mis-
leading. 
‘‘(B) EXCEPTION.—A person shall not be 
liable under subparagraph (A) if the person 
shows that the person had, after reasonable in-
vestigation, reasonable ground to believe, and 
did believe, at the time the applicable statement 
was made, that the statement was true and that 
there was no omission to state a material fact 
necessary to make the statement made, in the 
light of the circumstances under which it is 
made, not misleading. 
‘‘(C) NO
PRIVATE
RIGHT
OF
ACTION.— 
Nothing in this paragraph may be construed as 
creating a private right of action. 
‘‘(7) EXEMPTION.—This subsection shall not 
apply to an investment company registered under 
section 8 of the Investment Company Act of 1940 
(15 U.S.C. 80a–8).’’. 
SEC. 604. BACKSTOP. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘Commission’’ means the Securi-
ties and Exchange Commission; 
(2) the term ‘‘covered issuer’’ means an issuer 
that is required to file an annual report under sec-
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tion 13(a) or section 15(d) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78m(a), 78o(d)); and 
(3) the term ‘‘issuer’’ has the meaning given 
the term in section 3(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)). 
(b) COMPLIANCE.—If, as of the date that is 2 years 
after the date of enactment of this Act, the Commission 
has not promulgated the regulations required under sub-
section (w) of section 13 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78m), as added by section 603, a cov-
ered issuer, during the period beginning on that date and 
ending on the date on which the Commission promulgates 
those regulations, shall be deemed to be in compliance 
with such subsection (w) if disclosures set forth in the an-
nual report of the covered issuer satisfy the public disclo-
sure standards of the International Organization for 
Standardization’s ISO 30414, or any successor standards 
for external workforce reporting, as supplemented or ad-
justed by rules, guidance, or other comments from the 
Commission. 
SEC. 605. SEC STUDY. 
(a) DEFINITIONS.—In this section, the terms ‘‘Com-
mission’’ and ‘‘issuer’’ have the meanings given those 
terms in section 604(a). 
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(b) STUDY.—The Commission shall conduct a study 
about the value to investors of— 
(1) information about the human rights com-
mitments of issuers required to file annual reports 
under section 13(a) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78m(a)), including information 
about any principles used to evaluate risk, constitu-
ency consultation processes, and supplier due dili-
gence; and 
(2) with respect to issuers required to file an-
nual reports under section 13(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78m(a)), informa-
tion about— 
(A) violations of the Fair Labor Standards 
Act of 1938 (29 U.S.C. 201 et seq.) by those 
issuers; 
(B) violations of worker misclassification 
by those issuers; 
(C) surveys regarding employee satisfac-
tion, well-being, and engagement; 
(D) the number and overall percentage of 
quality jobs, as determined by compensation 
above median wage and comprehensive em-
ployer-provided benefits; and 
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(E) information about workforce invest-
ment trends, as determined by at least a 3-year 
time period. 
(c) REPORT.—Not later than 1 year after the date 
of enactment of this Act, the Commission shall submit to 
Congress a report that contains the results of the study 
required to be conducted under subsection (b), with rec-
ommendations for additional disclosure regulations based 
on the findings, and any actions the Commission plans to 
take to enhance disclosures based on the findings. 
TITLE 
VII—PREVENTING 
AND 
RESPONDING TO WORKPLACE 
HARASSMENT 
SEC. 701. SEC FILINGS AND MATERIAL DISCLOSURES AT 
PUBLIC COMPANIES. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘Form 10–K’’ means the form de-
scribed in section 249.310 of title 17, Code of Fed-
eral Regulations, or any successor regulation; and 
(2) the term ‘‘issuer’’ has the meaning given 
the term in section 3(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78c(a)). 
(b) FINDINGS.—Congress finds that— 
(1) shareholders and the public should know 
whether corporations— 
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(A) are expending company funds to re-
solve, settle, or litigate claims of workplace har-
assment, including sexual harassment; and 
(B) along with the executives and man-
agers of those corporations— 
(i) are complying with prohibitions 
against workplace harassment, including 
sexual harassment; and 
(ii) facilitate a culture of silence, dis-
respect, intimidation, and abuse that nega-
tively impacts the health and safety of the 
workers of those corporations and the 
value of those corporations; and 
(2) the requirements of this section will— 
(A) establish necessary transparency and 
accountability; and 
(B) provide an incentive for corporations 
to— 
(i) promptly address workplace har-
assment, including sexual harassment, as 
that misconduct occurs; and 
(ii) foster a culture in which work-
place harassment is not protected and does 
not occur. 
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(c) INFORMATION REQUIRED.—Not later than 1 year 
after the date of enactment of this Act, the Securities and 
Exchange Commission shall promulgate a regulation that 
requires any issuer that is required to submit an annual 
report using Form 10–K to include in any such submis-
sion— 
(1) during the period covered by the submis-
sion— 
(A) with respect to workplace harassment, 
including sexual harassment, and retaliation for 
reporting, resisting, opposing, or assisting in 
the investigation of workplace harassment— 
(i) the number of settlements reached 
by the issuer as a signatory or when the 
issuer is a beneficiary of a release of 
claims; and 
(ii) whether any judgments or awards 
(including awards through arbitration or 
administrative proceedings) were entered 
against the issuer in part or in whole, or 
any payments made in connection with a 
release of claims; and 
(B) the total amount paid by the issuer or 
another party as a result of— 
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(i) the settlements described in sub-
paragraph (A)(i); and 
(ii) the judgments described in sub-
paragraph (A)(ii); and 
(2) information regarding whether, in the ag-
gregate, including the period covered by the submis-
sion, there have been three or more settlements 
reached by, or judgments against, the issuer with re-
spect to workplace harassment, including sexual har-
assment, or retaliation for reporting, resisting, op-
posing, or assisting in the investigation of workplace 
harassment that relate to a particular individual em-
ployed by the issuer, without identifying that indi-
vidual by name. 
TITLE VIII—CYBERSECURITY 
DISCLOSURE 
SEC. 801. SHORT TITLE. 
This title may be cited as the ‘‘Cybersecurity Disclo-
sure Act of 2021’’. 
SEC. 802. CYBERSECURITY TRANSPARENCY. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 14B (15 
U.S.C. 78n–2) the following: 
‘‘SEC. 14C. CYBERSECURITY TRANSPARENCY. 
‘‘(a) DEFINITIONS.—In this section— 
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‘‘(1) the term ‘cybersecurity’ means any action, 
step, or measure to detect, prevent, deter, mitigate, 
or address any cybersecurity threat or any potential 
cybersecurity threat; 
‘‘(2) the term ‘cybersecurity threat’— 
‘‘(A) means an action, not protected by the 
First Amendment to the Constitution of the 
United States, on or through an information 
system that may result in an unauthorized ef-
fort to adversely impact the security, avail-
ability, confidentiality, or integrity of an infor-
mation system or information that is stored on, 
processed by, or transiting an information sys-
tem; and 
‘‘(B) does not include any action that sole-
ly involves a violation of a consumer term of 
service or a consumer licensing agreement; 
‘‘(3) the term ‘information system’— 
‘‘(A) has the meaning given the term in 
section 3502 of title 44, United States Code; 
and 
‘‘(B) includes industrial control systems, 
such as supervisory control and data acquisition 
systems, distributed control systems, and pro-
grammable logic controllers; 
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‘‘(4) the term ‘NIST’ means the National Insti-
tute of Standards and Technology; and 
‘‘(5) the term ‘reporting company’ means any 
company that is an issuer— 
‘‘(A) the securities of which are registered 
under section 12; or 
‘‘(B) that is required to file reports under 
section 15(d). 
‘‘(b) REQUIREMENT TO ISSUE RULES.—Not later 
than 360 days after the date of enactment of this section, 
the Commission shall issue final rules to require each re-
porting company, in the annual report of the reporting 
company submitted under section 13 or section 15(d) or 
in the annual proxy statement of the reporting company 
submitted under section 14(a)— 
‘‘(1) to disclose whether any member of the 
governing body, such as the board of directors or 
general partner, of the reporting company has exper-
tise or experience in cybersecurity and in such detail 
as necessary to fully describe the nature of the ex-
pertise or experience; and 
‘‘(2) if no member of the governing body of the 
reporting company has expertise or experience in cy-
bersecurity, to describe what other aspects of the re-
porting company’s cybersecurity were taken into ac-
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count by any person, such as an official serving on 
a nominating committee, that is responsible for iden-
tifying and evaluating nominees for membership to 
the governing body. 
‘‘(c) CYBERSECURITY
EXPERTISE
OR
EXPERI-
ENCE.—For purposes of subsection (b), the Commission, 
in consultation with NIST, shall define what constitutes 
expertise or experience in cybersecurity using commonly 
defined roles, specialties, knowledge, skills, and abilities, 
such as those provided in NIST Special Publication 800– 
181, entitled ‘National Initiative for Cybersecurity Edu-
cation (NICE) Cybersecurity Workforce Framework’, or 
any successor thereto.’’. 
TITLE IX—DATA RELATING TO 
DIVERSITY DISCLOSURE 
SEC. 901. SHORT TITLE. 
This title may be cited as the ‘‘Improving Corporate 
Governance Through Diversity Act of 2021’’. 
SEC. 902. SUBMISSION OF DATA RELATING TO DIVERSITY 
BY ISSUERS. 
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: 
‘‘(w) SUBMISSION OF DATA RELATING TO DIVER-
SITY.— 
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‘‘(1) DEFINITIONS.—In this subsection— 
‘‘(A) the term ‘executive officer’ has the 
meaning given the term in section 230.501(f) of 
title 17, Code of Federal Regulations, as in ef-
fect on the date of enactment of this subsection; 
and 
‘‘(B) the term ‘veteran’ has the meaning 
given the term in section 101 of title 38, United 
States Code. 
‘‘(2) 
SUBMISSION
OF
DISCLOSURE.—Each 
issuer required to file an annual report under sub-
section (a) shall disclose in any proxy statement and 
any information statement relating to the election of 
directors filed with the Commission the following: 
‘‘(A) Demographic data, based on vol-
untary self-identification, on the racial, ethnic, 
gender identity, and sexual orientation composi-
tion of— 
‘‘(i) the board of directors of the 
issuer; 
‘‘(ii) nominees for the board of direc-
tors of the issuer; and 
‘‘(iii) the executive officers of the 
issuer. 
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‘‘(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 vol-
untary self-identification, as a veteran. 
‘‘(C) Whether the board of directors of the 
issuer, or any committee of that board of direc-
tors, 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 direc-
tors 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 an-
nual report under subsection (a) does not file with 
the Commission a proxy statement or an information 
statement relating to the election of directors, the 
issuer shall disclose the information required under 
paragraph (2) in the first annual report of issuer 
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that the issuer submits to the Commission after the 
end of that 1-year period. 
‘‘(4) ANNUAL
REPORT.—Not later than 18 
months after the date of enactment of this sub-
section, and annually thereafter, the Commission 
shall submit to the Committee on Banking, Housing, 
and Urban Affairs of the Senate and the Committee 
on Financial Services of the House of Representa-
tives, and publish on the website of the Commission, 
a report that analyzes the information disclosed 
under paragraphs (2) and (3) and identifies any 
trends with respect to such information. 
‘‘(5) BEST PRACTICES.— 
‘‘(A) IN GENERAL.—The Director of the 
Office of Minority and Women Inclusion of the 
Commission shall, not later than 3 years after 
the date of enactment of this subsection, and 
every 3 years thereafter, publish best practices 
for compliance with this subsection. 
‘‘(B) COMMENTS.—The Director of the Of-
fice of Minority and Women Inclusion of the 
Commission may, pursuant to subchapter II of 
chapter 5 of title 5, United States Code, solicit 
public comments related to the best practices 
published under subparagraph (A).’’. 
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SEC. 903. DIVERSITY ADVISORY GROUP. 
(a) DEFINITIONS.—For the purposes of this section: 
(1) ADVISORY
GROUP.—The term ‘‘Advisory 
Group’’ means the Diversity Advisory Group estab-
lished under subsection (b). 
(2) COMMISSION.—The term ‘‘Commission’’ 
means the Securities and Exchange Commission. 
(3) ISSUER.—The term ‘‘issuer’’ has the mean-
ing given the term in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)). 
(b) ESTABLISHMENT.—The Commission shall estab-
lish a Diversity Advisory Group, which shall be composed 
of representatives from— 
(1) the Federal Government and State and local 
governments; 
(2) academia; and 
(3) the private sector. 
(c) STUDY AND RECOMMENDATIONS.—The Advisory 
Group shall— 
(1) carry out a study that identifies strategies 
that can be used to increase gender identity, racial, 
ethnic, and sexual orientation diversity among mem-
bers of boards of directors of issuers; and 
(2) not later than 270 days after the date on 
which the Advisory Group is established, submit to 
the Commission, the Committee on Banking, Hous-
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ing, and Urban Affairs of the Senate, and the Com-
mittee on Financial Services of the House of Rep-
resentatives a report that— 
(A) describes any findings from the study 
conducted under paragraph (1); and 
(B) makes recommendations regarding 
strategies that issuers could use to increase 
gender identity, racial, ethnic, and sexual ori-
entation diversity among board members. 
(d) ANNUAL REPORT.—Not later than 1 year after 
the date on which the Advisory Group submits the report 
required under subsection (c)(2), and annually thereafter, 
the Commission shall submit to the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Rep-
resentatives a report that describes the status of gender 
identity, racial, ethnic, and sexual orientation diversity 
among members of the boards of directors of issuers. 
(e) PUBLIC AVAILABILITY OF REPORTS.—The Com-
mission shall make all reports of the Advisory Group avail-
able to issuers and the public, including on the website 
of the Commission. 
(f) INAPPLICABILITY OF FEDERAL ADVISORY COM-
MITTEE ACT.—The Federal Advisory Committee Act (5 
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U.S.C. App.) shall not apply with respect to the Advisory 
Group or the activities of the Advisory Group. 
TITLE X—UYGHUR FORCED 
LABOR DISCLOSURE 
SEC. 1001. SHORT TITLE. 
This division may be cited as the ‘‘Uyghur Forced 
Labor Disclosure Act’’. 
SEC. 1002. DISCLOSURE OF CERTAIN ACTIVITIES RELATING 
TO THE XINJIANG UYGHUR AUTONOMOUS 
REGION. 
(a) IN GENERAL.—Section 13 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78m), as amended by sec-
tion 502, is further amended by adding at the end the 
following: 
‘‘(w) DISCLOSURE OF CERTAIN ACTIVITIES RELAT-
ING TO THE XINJIANG UYGHUR AUTONOMOUS REGION.— 
‘‘(1) IN GENERAL.—Not later than the end of 
the 180-day period beginning on the date of enact-
ment of this subsection, the Commission shall issue 
rules to require each issuer required to file an an-
nual report under this section or section 15(d) or a 
proxy statement under section 14 to disclose in each 
such report or proxy statement whether, during the 
period covered by the report or proxy statement— 
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‘‘(A) the issuer or any affiliate of the 
issuer, directly or indirectly, engaged with an 
entity or the affiliate of an entity to import— 
‘‘(i) manufactured goods, including 
electronics, food products, textiles, shoes, 
auto parts, polysilicon, and teas, that are 
sourced from or through the XUAR; 
‘‘(ii) manufactured goods containing 
materials that are sourced from or through 
the XUAR; or 
‘‘(iii) goods manufactured by an entity 
engaged in labor transfers from the 
XUAR; 
‘‘(B) with respect to any goods or mate-
rials described under subparagraph (A), wheth-
er the goods or material originated in forced 
labor camps; and 
‘‘(C) with respect to each manufactured 
good or material described under subparagraph 
(A)— 
‘‘(i) the nature and extent of the com-
mercial activity related to such good or 
material; 
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‘‘(ii) the gross revenue and net prof-
its, if any, attributable to the good or ma-
terial; and 
‘‘(iii) whether the issuer or the affil-
iate of the issuer intends to continue with 
such importation. 
‘‘(2) AVAILABILITY
OF
INFORMATION.—The 
Commission shall make all information disclosed 
pursuant to this subsection available to the public on 
the website of the Commission. 
‘‘(3) REPORTS.— 
‘‘(A) ANNUAL
REPORT
TO
CONGRESS.— 
The Commission shall— 
‘‘(i) conduct an annual assessment of 
the compliance of issuers with the require-
ments of this subsection; and 
‘‘(ii) issue a report to Congress con-
taining the results of the assessment re-
quired under clause (i). 
‘‘(B) GAO 
REPORT.—The Comptroller 
General of the United States shall periodically 
evaluate and report to Congress on the effec-
tiveness of the oversight by the Commission of 
the disclosure requirements under this sub-
section. 
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‘‘(4) DEFINITIONS.—In this subsection: 
‘‘(A) FORCED
LABOR
CAMP.—The term 
‘forced labor camp’ means— 
‘‘(i) any entity engaged in the ‘mutual 
pairing assistance’ program which sub-
sidizes the establishment of manufacturing 
facilities in XUAR; 
‘‘(ii) any entity using convict labor, 
forced labor, or indentured labor described 
under section 307 of the Tariff Act of 
1930 (19 U.S.C. 1307); and 
‘‘(iii) any other entity that the Com-
mission determines is appropriate. 
‘‘(B) XUAR.—The term ‘XUAR’ means 
the Xinjiang Uyghur Autonomous Region.’’. 
(b) REPEAL.—The amendment made by this section 
shall be repealed on the earlier of— 
(1) the date that is 8 years after the date of the 
enactment of this section; or 
(2) the date on which the President submits to 
Congress (including the Office of the Law Revision 
Council) a determination that the Government of the 
People’s Republic of China has ended mass intern-
ment, forced labor, and any other gross violations of 
human rights experienced by Uyghurs, Kazakhs, 
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Kyrgyz, and members of other persecuted groups in 
the Xinjiang Uyghur Autonomous Region. 
TITLE XI—OTHER MATTERS 
SEC. 1101. STUDY AND REPORT ON SMALL BUSINESSES 
AND ESG DISCLOSURES. 
(a) IN GENERAL.—Not later than 1 year after the 
date of the enactment of this Act, the Securities and Ex-
change Commission, in coordination with the Director of 
the Office of the Advocate for Small Business Capital For-
mation and the Investor Advocate of the Office of the In-
vestor Advocate, shall— 
(1) conduct a study on the issues small busi-
nesses face with respect to complying with disclosure 
requirements related to environmental, social, and 
governance metrics; and 
(2) submit a report to Congress that includes— 
(A) the results of the study required under 
paragraph (1); and 
(B) recommendations with respect to small 
business compliance with such disclosure re-
quirements. 
(b) DEFINITION OF SMALL BUSINESS.—In this sec-
tion, the term ‘‘small business’’ has the meaning given the 
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term ‘‘small business concern’’ under section 3 of the 
Small Business Act (15 U.S.C. 632). 
Passed the House of Representatives June 16, 2021. 
Attest: 
CHERYL L. JOHNSON, 
Clerk. 
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