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.
(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-
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
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:
‘‘(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.—
‘‘(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-
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.
‘‘(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-
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);
(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;
(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:
‘‘(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
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
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).
‘‘(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
‘‘(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’’.
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
‘‘(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-
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;
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