IIB 
116TH CONGRESS 
1ST SESSION H. R. 5084 
IN THE SENATE OF THE UNITED STATES 
NOVEMBER 20, 2019 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To amend the Securities Exchange Act of 1934 to require 
the submission by issuers of data relating to 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 ‘‘Improving Corporate 
Governance Through Diversity Act of 2019’’. 
SEC. 2. SUBMISSION OF DATA RELATING TO DIVERSITY BY 
ISSUERS. 
Section 13 of the Securities Exchange Act of 1934 
(15 U.S.C. 78m) is amended by adding at the end the 
following: 
‘‘(s) SUBMISSION OF DATA RELATING TO DIVER-
SITY.— 
‘‘(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: 
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‘‘(A) Data, based on voluntary self-identi-
fication, on the racial, ethnic, and gender com-
position 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. 
‘‘(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 
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‘‘(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 relating to the 
election of directors or an information statement, the 
issuer shall disclose the information required under 
paragraph (2) in the first annual report of issuer 
that the issuer submits to the Commission after the 
end of that 1-year period. 
‘‘(4) ANNUAL
REPORT.—Not later than 18 
months after the date of the enactment of this sub-
section, and annually thereafter, the Commission 
shall submit to the Committee on Financial Services 
of the House of Representatives and to the Com-
mittee on Banking, Housing, and Urban Affairs of 
the Senate and publish on the website of the Com-
mission a report that analyzes the information dis-
closed pursuant to paragraphs (1), (2), and (3) and 
identifies any trends in 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 the end of the 
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3-year period beginning on the date of the en-
actment of this subsection and every three 
years thereafter, publish best practices for com-
pliance 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).’’. 
SEC. 3. DIVERSITY ADVISORY GROUP. 
(a) ESTABLISHMENT.—The Securities and Exchange 
Commission shall establish a Diversity Advisory Group 
(the ‘‘Advisory Group’’), which shall be composed of rep-
resentatives from the government, academia, and the pri-
vate sector. 
(b) STUDY AND RECOMMENDATIONS.—The Advisory 
Group shall— 
(1) carry out a study that identifies strategies 
that can be used to increase gender, racial, and eth-
nic diversity among members of boards of directors 
of issuers; and 
(2) not later than 9 months after the establish-
ment of the Advisory Group, submit a report to the 
Commission, the Committee on Financial Services of 
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the House of Representatives, and the Committee on 
Banking, Housing, and Urban Affairs of the Senate 
that— 
(A) describes any findings from the study 
conducted pursuant to paragraph (1); and 
(B) makes recommendations of strategies 
that issuers could use to increase gender, racial, 
and ethnic diversity among board members. 
(c) ANNUAL REPORT.—Not later than 1 year fol-
lowing the submission of a report pursuant to subsection 
(b), and annually thereafter, the Commission shall submit 
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 that describes 
the status of gender, racial, and ethnic diversity among 
members of the board of directors of issuers. 
(d) 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. 
(e) DEFINITIONS.—For the purposes of this section: 
(1) ISSUER.—The term ‘‘issuer’’ has the mean-
ing given the term in section 3 of the Securities Ex-
change Act of 1934. 
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(2) COMMISSION.—The term ‘‘Commission’’ 
means the Securities and Exchange Commission. 
Passed the House of Representatives November 19, 
2019. 
Attest: 
CHERYL L. JOHNSON, 
Clerk. 
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