Corporate Governance Improvement and Investor Protection Act
Bill: H.R.1187 | Sponsor: Rep. Vargas, Juan (D-CA)
Policy area: Finance and Financial Sector

Summary:
Corporate Governance Improvement and Investor Protection Act
This bill requires publicly traded companies to periodically disclose information related to
The bill also establishes the Sustainable Finance Advisory Committee that must, among other duties, recommend to the Securities and Exchange Commission (SEC) policies to facilitate the flow of capital toward environmentally sustainable investments.
The SEC must report on the viability and occurrence of shareholder collective action, particularly regarding employment, environmental, social, and governance issues.
The SEC must also report on compliance issues small businesses face with respect to disclosure requirements related to environmental, social, and governance performance metrics.

To provide for disclosure of additional material information about 
     public companies and establish a Sustainable Finance Advisory 
                   Committee, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

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 Simplification Act 
of 2021''.

SEC. 102. FINDINGS.

    Congress finds the following:
            (1) The Securities and Exchange Commission has broad 
        authority to require the disclosure of information 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, social, and governance 
        (``ESG'') matters, and does not require companies to adhere to 
        standards for disclosing such information.
            (3) Investors have reported that voluntary disclosures of 
        ESG metrics are inadequate.
            (4) A rule requiring reporting and standardization of ESG 
        disclosures is in the interest of investors.
            (5) ESG matters are material to investors, and the 
        Commission must establish standards for disclosure of such 
        matters.

SEC. 103. ESG DISCLOSURES.

    (a) In General.--Section 14 of the Securities Exchange 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 
        shareholders--
                    ``(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 subsection, the term 
        `ESG metrics' has the meaning given the term in part 210 of 
        title 17, Code of Federal Regulations as amended pursuant to 
        section 3(b) of the ESG Disclosure Simplification Act of 
        2021.''.
    (b) Rulemaking.--
            (1) In general.--The Securities and Exchange Commission (in 
        this Act referred to as the ``Commission'') shall amend part 
        210 of title 17, Code of Federal Regulations (or any successor 
        thereto) to--
                    (A) require each issuer, in any filing of the 
                issuer described in such part that requires audited 
                financial statements, to disclose environmental, 
                social, and governance metrics (in this title referred 
                to as ESG metrics); and
                    (B) define ESG metrics.
            (2) Sustainable finance advisory committee.--The 
        Sustainable Finance Advisory Committee 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 recommendations about 
        what ESG metrics the Commission 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 thereto) pursuant to paragraph (1), the 
        Commission may, as the Commission determines appropriate, 
        incorporate any internationally recognized, independent, multi-
        stakeholder environmental, social, and governance 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 Commission 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 purposes 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 following:
    ``(k) Sustainable Finance Advisory Committee.--
            ``(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 
                        opportunities for investors associated with 
                        sustainable finance; and
                            ``(ii) recommends policy changes to 
                        facilitate the flow of capital towards 
                        sustainable investments, in particular 
                        environmentally sustainable investments;
                    ``(B) when solicited, advise the Commission on 
                sustainable finance; and
                    ``(C) communicate with individuals and entities 
                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 member shall 
                        represent individuals and entities with an 
                        interest in sustainable finance, such as--
                                    ``(I) experts on sustainable 
                                finance;
                                    ``(II) operators of financial 
                                infrastructure;
                                    ``(III) entities that provide 
                                analysis, data, or methodologies that 
                                facilitate sustainable finance;
                                    ``(IV) insurance companies, pension 
                                funds, asset managers, depository 
                                institutions, or credit unions; or
                                    ``(V) other financial institutions 
                                that intermediate investments in 
                                sustainable finance or manage risks 
                                related to sustainable development.
                            ``(iii) Representation of interests.--A 
                        member may not represent a single individual or 
                        entity and shall represent types of individuals 
                        and entities with similar interests in 
                        sustainable finance.
                    ``(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 
                                Register; and
                                    ``(II) solicit applications for 
                                membership on the website of the 
                                Commission and in the Federal Register.
                            ``(ii) Equal share.--From the individuals 
                        who submit applications for membership, each 
                        Commissioner of the Commission 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 individuals and entities that such 
                member represents shall be published on the website of 
                the Commission.
                    ``(E) Staff.--The Committee shall be supported by 
                staff from the Office of the Investor Advocate of the 
                Commission that are dedicated to environmental, social 
                and governance (in this subsection referred to as 
                `ESG') issues.
                    ``(F) Authorization of appropriation.--There are 
                authorized to be appropriated such sums as are 
                necessary to finance costs associated with staff 
                dedicated to ESG issues in the Office of the Investor 
                Advocate of the Commission.
            ``(4) Sustainable finance.--For the purposes of this 
        subsection, the term `sustainable finance' 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 pursuant 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 significance of 
                coalitions of shareholders who wish to preserve and 
                promote critical employment and ESG standards;
                    (B) whether and to what extent shareholder 
                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 approved 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 sustainability guardrails 
                and similar restrictions on portfolio company conduct 
                with a goal of--
                            (i) preserving economic justice, 
                        environmental 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 contributions 
        and expenditures that directly or indirectly influence the 
        election of candidates and support 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 shareholders;
            (3) corporations, acting through boards and executives, 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 company funds to make political 
        contributions and expenditures benefitting candidates, 
        political parties, and political causes; and
            (6) corporations should be accountable to shareholders in 
        making political contributions or expenditures 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 Certain Political 
Expenditures.--
            ``(1) Definitions.--In this subsection:
                    ``(A) Expenditure for political activities.--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 
                                communication (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 
                                electioneering communication if it were 
                                a broadcast, cable, or satellite 
                                communication; or
                                    ``(III) dues or other payments to 
                                trade associations or organizations 
                                described in section 501(c) of the 
                                Internal 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 subclause (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 executive or 
                                administrative personnel and their 
                                families; or
                                    ``(III) the establishment and 
                                administration of contributions to a 
                                separate segregated fund to be utilized 
                                for political purposes by a 
                                corporation.
                    ``(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 reporting rules under this 
                section to require each issuer with a class of equity 
                securities registered 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 preceding 
                        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 
                        opposition 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 
                        associations 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 Commission 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 shareholders--
                    ``(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 compliance 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 containing the 
        results of the assessment under paragraph (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 officers (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 paragraph (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 Disclosure Act of 
2021''.

SEC. 402. SENSE OF CONGRESS.

    It is the sense of Congress that--
            (1) climate change poses a significant and increasing 
        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 temperature, 
                accelerating sea-level rise, desertification, ocean 
                acidification, intensification of storms, increase in 
                heavy precipitation, more frequent and intense 
                temperature extremes, more severe droughts, and longer 
                wildfire seasons;
                    (B) the economic disruptions and security threats 
                that result from the physical impacts described in 
                subparagraph (A) including conflicts over scarce 
                resources, conditions conducive to violent extremism, 
                the spread of infectious diseases, and forced 
                migration;
                    (C) the transition impacts that result as the 
                global economy transitions to a clean and renewable 
                energy, low-emissions economy, including financial 
                impacts as climate change fossil fuel assets becoming 
                stranded and it becomes uneconomic for companies to 
                develop fossil fuel assets as policymakers act to limit 
                the worst impacts of climate change by keeping the rise 
                in average global temperature to 1.5 degrees Celsius 
                above pre-industrial levels; and
                    (D) actions by Federal, State, Tribal, territorial, 
                and local governments to limit the worst effects of 
                climate change by enacting policies that keep the 
                global average surface temperature rise to 1.5 degrees 
                Celsius above pre-industrial levels;
            (3) assessing the potential impact of climate-related risks 
        on national and international financial systems is an urgent 
        concern;
            (4) companies have a duty to disclose financial risks that 
        climate change presents to their investors, lenders, and 
        insurers;
            (5) the Securities and Exchange Commission has a duty to 
        promote a risk-informed securities market that is worthy of the 
        trust of the public as families invest for their futures;
            (6) investors, lenders, and insurers are increasingly 
        demanding climate risk information that is consistent, 
        comparable, reliable, and clear;
            (7) including standardized, material climate change risk 
        and opportunity disclosure that is useful for decision makers 
        in annual reports to the Commission will increase transparency 
        with respect to risk accumulation and exposure in financial 
        markets;
            (8) requiring companies to disclose climate-related risk 
        exposure and risk management strategies will encourage a 
        smoother transition to a clean and renewable energy, low-
        emissions economy and guide capital allocation to mitigate, and 
        adapt to, the effects of climate change and limit damages 
        associated with climate-related events and disasters; and
            (9) a critical component in fighting climate change is a 
        transparent accounting of the risks that climate change 
        presents and the implications of continued inaction with 
        respect to climate change.

SEC. 403. DISCLOSURES RELATING TO CLIMATE CHANGE.

    Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m), 
as amended by section 302, is further amended by adding at the end the 
following:
    ``(u) Disclosures Relating to Climate Change.--
            ``(1) Definitions.--In this subsection:
                    ``(A) 1.5 degree scenario.--The term `1.5 degree 
                scenario' means a scenario that aligns with greenhouse 
                gas emissions pathways that aim to limit global warming 
                to 1.5 degrees Celsius above pre-industrial levels.
                    ``(B) Appropriate climate principals.--The term 
                `appropriate climate principals' means--
                            ``(i) the Administrator of the 
                        Environmental Protection Agency;
                            ``(ii) the Administrator of the National 
                        Oceanic and Atmospheric Administration;
                            ``(iii) the Director of the Office of 
                        Management and Budget;
                            ``(iv) the Secretary of the Interior;
                            ``(v) the Secretary of Energy; and
                            ``(vi) the head of any other Federal 
                        agency, as determined appropriate by the 
                        Commission.
                    ``(C) Baseline scenario.--The term `baseline 
                scenario' means a widely-recognized analysis scenario 
                in which levels of greenhouse gas emissions, as of the 
                date on which the analysis is performed, continue to 
                grow, resulting in an increase in the global average 
                temperature of 1.5 degrees Celsius or more above pre-
                industrial levels.
                    ``(D) Carbon dioxide equivalent.--The term `carbon 
                dioxide equivalent' means the number of metric tons of 
                carbon dioxide emissions with the same global warming 
                potential as one metric ton of another greenhouse gas, 
                as determined under table A-1 of subpart A of part 98 
                of title 40, Code of Federal Regulations, as in effect 
                on the date of enactment of this subsection.
                    ``(E) Climate change.--The term `climate change' 
                means a change of climate that is--
                            ``(i) attributed directly or indirectly to 
                        human activity that alters the composition of 
                        the global atmosphere; and
                            ``(ii) in addition to natural climate 
                        variability observed over comparable time 
                        periods.
                    ``(F) Commercial development of fossil fuels.--The 
                term `commercial development of fossil fuels' 
                includes--
                            ``(i) exploration, extraction, processing, 
                        exporting, transporting, refining, and any 
                        other significant action with respect to oil, 
                        natural gas, coal, or any byproduct thereof or 
                        any other solid or liquid hydrocarbons that are 
                        commercially produced; and
                            ``(ii) acquiring a license for any activity 
                        described in clause (i).
                    ``(G) Covered issuer.--The term `covered issuer' 
                means an issuer that is required to file an annual 
                report under subsection (a) or section 15(d).
                    ``(H) Direct and indirect greenhouse gas 
                emissions.--The term `direct and indirect greenhouse 
                gas emissions' includes, with respect to a covered 
                issuer--
                            ``(i) all direct greenhouse gas emissions 
                        released by the covered issuer;
                            ``(ii) all indirect greenhouse gas 
                        emissions with respect to electricity, heat, or 
                        steam purchased by the covered issuer;
                            ``(iii) significant indirect emissions, 
                        other than the emissions described in clause 
                        (ii), emitted in the value chain of the covered 
                        issuer; and
                            ``(iv) all indirect greenhouse gas 
                        emissions that are attributable to assets owned 
                        or managed, including assets that are partially 
                        owned or managed, by the covered issuer.
                    ``(I) Fossil fuel reserves.--The term `fossil fuel 
                reserves' has the meaning given the term `reserves' 
                under the final rule of the Commission titled 
                `Modernization of Oil and Gas Reporting' (74 Fed. Reg. 
                2158; published January 14, 2009).
                    ``(J) Greenhouse gas.--The term `greenhouse gas'--
                            ``(i) means carbon dioxide, 
                        hydrofluorocarbons, methane, nitrous oxide, 
                        perfluorocarbons, sulfur hexafluoride, nitrogen 
                        triflouride, and chlorofluorocarbons;
                            ``(ii) includes any other 
                        anthropogenically-emitted gas that the 
                        Administrator of the Environmental Protection 
                        Agency determines, after notice and comment, to 
                        contribute to climate change; and
                            ``(iii) includes any other 
                        anthropogenically-emitted gas that the 
                        Intergovernmental Panel on Climate Change 
                        determines to contribute to climate change.
                    ``(K) Greenhouse gas emissions.--The term 
                `greenhouse gas emissions' means the emissions of 
                greenhouse gas, expressed in terms of metric tons of 
                carbon dioxide equivalent.
                    ``(L) Physical risks.--The term `physical risks' 
                means financial risks to long-lived fixed assets, 
                locations, operations, or value chains that result from 
                exposure to physical climate-related effects, 
                including--
                            ``(i) increased average global temperatures 
                        and increased frequency of temperature 
                        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 appropriate 
                        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 Document: Technical Update of the 
                Social Cost of Carbon for Regulatory Impact Analysis 
                Under Executive Order 12866', published by the 
                Interagency Working Group on Social Cost of Greenhouse 
                Gases, United States Government, in August 2016 or any 
                successor or substantially related estimate of the 
                monetized damages associated with an incremental 
                increase in carbon dioxide emissions in a given year.
                    ``(N) Transition risks.--The term `transition 
                risks' means financial risks that are attributable to 
                climate change mitigation and adaptation, including 
                efforts to reduce greenhouse gas emissions and 
                strengthen resilience to the impacts of climate change, 
                including--
                            ``(i) costs relating to--
                                    ``(I) international treaties and 
                                agreements;
                                    ``(II) Federal, State, and local 
                                policy;
                                    ``(III) new technologies;
                                    ``(IV) changing markets;
                                    ``(V) reputational impacts relevant 
                                to changing consumer behavior; and
                                    ``(VI) litigation; and
                            ``(ii) assets that may lose value or become 
                        stranded due to any of the costs described in 
                        subclauses (I) through (VI) of clause (i).
                    ``(O) Value chain.--The term `value chain'--
                            ``(i) means the total lifecycle of a 
                        product or service, both before and after 
                        production of the product or service, as 
                        applicable; and
                            ``(ii) may include the sourcing of 
                        materials, production, transportation, and 
                        disposal with respect to the product or service 
                        described in clause (i).
            ``(2) Findings.--Congress finds that--
                    ``(A) short-, medium-, and long-term financial and 
                economic risks and opportunities relating to climate 
                change, and the national and global reduction of 
                greenhouse gas emissions, constitute information that 
                issuers--
                            ``(i) may reasonably expect to affect 
                        shareholder decision making; and
                            ``(ii) should regularly identify, evaluate, 
                        and disclose; and
                    ``(B) the disclosure of information described in 
                subparagraph (A) should--
                            ``(i) identify, and evaluate--
                                    ``(I) material physical and 
                                transition risks posed by climate 
                                change; and
                                    ``(II) the potential financial 
                                impact of such risks;
                            ``(ii) detail any implications such risks 
                        have on corporate strategy;
                            ``(iii) detail any board-level oversight of 
                        material climate related risks and 
                        opportunities;
                            ``(iv) allow for intra- and cross-industry 
                        comparison, to the extent practicable, of 
                        climate-related risk exposure through the 
                        inclusion of standardized industry-specific and 
                        sector-specific disclosure metrics, as 
                        identified by the Commission, in consultation 
                        with the appropriate climate principals;
                            ``(v) allow for tracking of performance 
                        over time with respect to mitigating climate 
                        risk exposure; and
                            ``(vi) incorporate a price on greenhouse 
                        gas emissions in financial analyses that 
                        reflects, at minimum, the social cost of carbon 
                        that is attributable to issuers.
            ``(3) Disclosure.--Each covered issuer, in any annual 
        report filed by the covered issuer under subsection (a) or 
        section 15(d), shall, in accordance with any rules issued by 
        the Commission pursuant to this subsection, include in each 
        such report information regarding--
                    ``(A) the identification of, the evaluation of 
                potential financial impacts of, and any risk-management 
                strategies relating to--
                            ``(i) physical risks posed to the covered 
                        issuer by climate change; and
                            ``(ii) transition risks posed to the 
                        covered issuer by climate change;
                    ``(B) a description of any established corporate 
                governance processes and structures to identify, 
                assess, and manage climate-related risks;
                    ``(C) a description of specific actions that the 
                covered issuer is taking to mitigate identified risks;
                    ``(D) a description of the resilience of any 
                strategy the covered issuer has for addressing climate 
                risks when differing climate scenarios are taken into 
                consideration; and
                    ``(E) a description of how climate risk is 
                incorporated into the overall risk management strategy 
                of the covered issuer.
            ``(4) Rule of construction.--Nothing in paragraph (3) may 
        be construed as precluding a covered issuer from including, in 
        an annual report submitted under subsection (a) or section 
        15(d), any information not explicitly referenced in such 
        paragraph.
            ``(5) Rulemaking.--The Commission, in consultation with the 
        appropriate climate principals, shall, not later than 2 years 
        after the date of the enactment of this subsection, issue rules 
        with respect to the information that a covered issuer is 
        required to disclose pursuant to this subsection and such rules 
        shall--
                    ``(A) establish climate-related risk disclosure 
                rules, which shall--
                            ``(i) be, to the extent practicable, 
                        specialized for industries within specific 
                        sectors of the economy, which shall include--
                                    ``(I) the sectors of finance, 
                                insurance, transportation, electric 
                                power, mining, and non-renewable 
                                energy; and
                                    ``(II) any other sector determined 
                                appropriate by the Commission, in 
                                consultation with the appropriate 
                                climate principals;
                            ``(ii) include reporting standards for 
                        estimating and disclosing direct and indirect 
                        greenhouse gas emissions by a covered issuer, 
                        and any affiliates of the covered issuer, which 
                        shall--
                                    ``(I) disaggregate, to the extent 
                                practicable, total emissions of each 
                                specified greenhouse gas by the covered 
                                issuer; and
                                    ``(II) include greenhouse gas 
                                emissions by the covered issuer during 
                                the period covered by the disclosure;
                            ``(iii) include reporting standards for 
                        disclosing, with respect to a covered issuer--
                                    ``(I) the total amount of fossil 
                                fuel-related assets owned or managed by 
                                the covered issuer; and
                                    ``(II) the percentage of fossil 
                                fuel-related assets as a percentage of 
                                total assets owned or managed by the 
                                covered issuer;
                            ``(iv) specify requirements for, and the 
                        disclosure of, input parameters, assumptions, 
                        and analytical choices to be used in climate 
                        scenario analyses required under subparagraph 
                        (B)(i), including--
                                    ``(I) present value discount rates; 
                                and
                                    ``(II) time frames to consider, 
                                including 5, 10, and 20 year time 
                                frames; and
                            ``(v) include reporting standards and 
                        guidance with respect to the information 
                        required under subparagraph (B)(iii);
                    ``(B) require that a covered issuer, with respect 
                to a disclosure required under this subsection--
                            ``(i) incorporate into such disclosure--
                                    ``(I) quantitative analysis to 
                                support any qualitative statement made 
                                by the covered issuer;
                                    ``(II) the rules established under 
                                subparagraph (A);
                                    ``(III) industry-specific metrics 
                                that comply with the requirements under 
                                subparagraph (A)(i);
                                    ``(IV) specific risk management 
                                actions that the covered issuer is 
                                taking to address identified risks;
                                    ``(V) a discussion of the short-, 
                                medium-, and long-term resilience of 
                                any risk management strategy, and the 
                                evolution of applicable risk metrics, 
                                of the covered issuer under each 
                                scenario described in clause (ii); and
                                    ``(VI) the total cost attributable 
                                to the direct and indirect greenhouse 
                                gas emissions of the covered issuer, 
                                using, at minimum, the social cost of 
                                carbon;
                            ``(ii) consider, when preparing any 
                        qualitative or quantitative risk analysis 
                        statement contained in the disclosure--
                                    ``(I) a baseline scenario that 
                                includes physical impacts of climate 
                                change;
                                    ``(II) a 1.5 degrees scenario; and
                                    ``(III) any additional climate 
                                analysis scenario considered 
                                appropriate by the Commission, in 
                                consultation with the appropriate 
                                climate principals;
                            ``(iii) if the covered issuer engages in 
                        the commercial development of fossil fuels, 
                        include in the disclosure--
                                    ``(I) an estimate of the total and 
                                a disaggregated amount of direct and 
                                indirect greenhouse gas emissions of 
                                the covered issuer that are 
                                attributable to--
                                            ``(aa) combustion;
                                            ``(bb) flared hydrocarbons;
                                            ``(cc) process emissions;
                                            ``(dd) directly vented 
                                        emissions;
                                            ``(ee) fugitive emissions 
                                        or leaks; and
                                            ``(ff) land use changes;
                                    ``(II) a description of--
                                            ``(aa) the sensitivity of 
                                        fossil fuel reserve levels to 
                                        future price projection 
                                        scenarios that incorporate the 
                                        social cost of carbon;
                                            ``(bb) the percentage of 
                                        the reserves of the covered 
                                        issuer that will be developed 
                                        under the scenarios established 
                                        in clause (ii), as well as a 
                                        forecast for the development 
                                        prospects of each reserve under 
                                        the scenarios established in 
                                        clause (ii);
                                            ``(cc) the potential amount 
                                        of direct and indirect 
                                        greenhouse gas emissions that 
                                        are embedded in proved and 
                                        probable reserves, with each 
                                        such calculation presented as a 
                                        total and in subdivided 
                                        categories by the type of 
                                        reserve;
                                            ``(dd) the methodology of 
                                        the covered issuer for 
                                        detecting and mitigating 
                                        fugitive methane emissions, 
                                        which shall include the 
                                        frequency with which applicable 
                                        assets of the covered issuer 
                                        are observed for methane leaks, 
                                        the processes and technology 
                                        that the covered issuer uses to 
                                        detect methane leaks, the 
                                        percentage of assets of the 
                                        covered issuer that the covered 
                                        issuer inspects under that 
                                        methodology, and quantitative 
                                        and time-bound reduction goals 
                                        of the issuer with respect to 
                                        methane leaks;
                                            ``(ee) the amount of water 
                                        that the covered issuer 
                                        withdraws from freshwater 
                                        sources for use and consumption 
                                        in operations of the covered 
                                        issuer; and
                                            ``(ff) the percentage of 
                                        the water described in item 
                                        (ee) that comes from regions of 
                                        water stress or that face 
                                        wastewater management 
                                        challenges; and
                                    ``(III) any other information that 
                                the Commission determines is--
                                            ``(aa) necessary;
                                            ``(bb) appropriate to 
                                        safeguard the public interest; 
                                        or
                                            ``(cc) directed at ensuring 
                                        that investors are informed in 
                                        accordance with the findings 
                                        described in paragraph (2);
                    ``(C) with respect to a disclosure required under 
                section 13(s) of the Securities Exchange Act of 1934, 
                require that a covered issuer include in such 
                disclosure any other information, or use any climate-
                related or greenhouse gas emissions metric, that the 
                Commission, in consultation with the appropriate 
                climate principals, determines is--
                            ``(i) necessary;
                            ``(ii) appropriate to safeguard the public 
                        interest; or
                            ``(iii) directed at ensuring that investors 
                        are informed in accordance with the findings 
                        described in paragraph (2); and
                    ``(D) with respect to a disclosure required under 
                section 13(s) of the Securities Exchange Act of 1934, 
                establish how and where the required disclosures shall 
                be addressed in the covered issuer's annual financial 
                filing.
            ``(6) Formatting.--The Commission shall require issuers to 
        disclose information in an interactive data format and shall 
        develop standards for such format, which shall include 
        electronic tags for information that the Commission determines 
        is--
                    ``(A) necessary;
                    ``(B) appropriate to safeguard the public interest; 
                or
                    ``(C) directed at ensuring that investors are 
                informed in accordance with the findings described in 
                paragraph (2).
            ``(7) Periodic update of rules.--The Commission shall 
        periodically update the rules issued under this subsection.
            ``(8) Compilation of information disclosed.--The Commission 
        shall, to the maximum extent practicable make a compilation of 
        the information disclosed by issuers under this subsection 
        publicly available on the website of the Commission and update 
        such compilation at least once each year.
            ``(9) Reports.--
                    ``(A) Report to congress.--The Commission shall--
                            ``(i) conduct an annual assessment 
                        regarding the compliance of covered issuers 
                        with the requirements of this subsection;
                            ``(ii) submit to the appropriate 
                        congressional committees a report that contains 
                        the results of each assessment conducted under 
                        clause (i); and
                            ``(iii) make each report submitted under 
                        clause (ii) accessible to the public.
                    ``(B) GAO report.--The Comptroller General of the 
                United States shall periodically evaluate, and report 
                to the appropriate congressional committees on, the 
                effectiveness of the Commission in carrying out and 
                enforcing this subsection.''.

SEC. 404. BACKSTOP.

    If, 2 years after the date of the enactment of this Act, the 
Securities and Exchange Commission has not issued the rules required 
under section 13(u) of the Securities Exchange Act of 1934, and until 
such rules are issued, a covered issuer (as defined in such section 
13(u)) shall be deemed in compliance with such section 13(u) if 
disclosures set forth in the annual report of such issuer satisfy the 
recommendations of the Task Force on Climate-related Financial 
Disclosures of the Financial Stability Board as reported in June, 2017, 
or any successor report, and as supplemented or adjusted by such rules, 
guidance, or other comments from the Commission.

SEC. 405. AUTHORIZATION OF APPROPRIATIONS.

    There are authorized to be appropriated to the Securities and 
Exchange Commission such sums as may be necessary to carry out this 
title and the amendments made by this title.

            TITLE V--DISCLOSURE OF TAX HAVENS AND OFFSHORING

SEC. 501. SHORT TITLE.

    This title may be cited as the ``Disclosure of Tax Havens and 
Offshoring Act''.

SEC. 502. COUNTRY-BY-COUNTRY REPORTING.

    (a) Country-by-Country Reporting.--Section 13 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78m), as amended by section 403, is 
further amended by adding at the end the following new subsection:
    ``(v) Disclosure of Financial Performance on a Country-by-Country 
Basis.--
            ``(1) Definitions.--In this subsection--
                    ``(A) the term `constituent entity' means, with 
                respect to a covered issuer, any separate business 
                entity of the covered issuer;
                    ``(B) the term `covered issuer' means an issuer 
                who--
                            ``(i) is a member of a multinational 
                        enterprise group; and
                            ``(ii) the multinational enterprise group 
                        of which the issuer is a member has annual 
                        revenue for the preceding calendar year of not 
                        less than an amount determined by the 
                        Commission to conform to United States or 
                        international standards for country-by-country 
                        reporting; and
                    ``(C) the term `tax jurisdiction'--
                            ``(i) means a country or a jurisdiction 
                        that is not a country but that has fiscal 
                        autonomy; and
                            ``(ii) includes a territory or possession 
                        of the United States that has fiscal autonomy.
            ``(2) Disclosure.--
                    ``(A) In general.--Each covered issuer shall file a 
                report with the Commission that includes information 
                described in subparagraph (B), and any other 
                information required by the Commission, with respect to 
                the reporting period described in subparagraph (C).
                    ``(B) Information required.--The information 
                described in this subparagraph is as follows:
                            ``(i) Constituent entity information.--
                        Information on the constituent entity, 
                        including the following:
                                    ``(I) The complete legal name of 
                                the constituent entity.
                                    ``(II) The tax jurisdiction, if 
                                any, in which the constituent entity is 
                                resident for tax purposes.
                                    ``(III) The tax jurisdiction in 
                                which the constituent entity is 
                                organized or incorporated (if different 
                                from the tax jurisdiction of 
                                residence).
                                    ``(IV) The tax identification 
                                number, if any, used for the 
                                constituent entity by the tax 
                                administration of the constituent 
                                entity's tax jurisdiction of residence.
                                    ``(V) The main business activity or 
                                activities of the constituent entity.
                            ``(ii) Tax jurisdiction.--Information on 
                        each tax jurisdiction in which one or more 
                        constituent entities is resident, presented as 
                        an aggregated or consolidated form of the 
                        information for the constituent entities 
                        resident in each tax jurisdiction, including 
                        the following:
                                    ``(I) Revenues generated from 
                                transactions with other constituent 
                                entities.
                                    ``(II) Revenues not generated from 
                                transactions with other constituent 
                                entities.
                                    ``(III) Profit or loss before 
                                income tax.
                                    ``(IV) Total income tax paid on a 
                                cash basis to all tax jurisdictions.
                                    ``(V) Total accrued tax expense 
                                recorded on taxable profits or losses.
                                    ``(VI) Stated capital.
                                    ``(VII) Total accumulated earnings.
                                    ``(VIII) Total number of employees 
                                on a full-time equivalent basis.
                                    ``(IX) Net book value of tangible 
                                assets, which, for purposes of this 
                                section, does not include cash or cash 
                                equivalents, intangibles, or financial 
                                assets.
                            ``(iii) Special rules.--The information 
                        listed in clause (ii) shall be provided, in 
                        aggregated or consolidated form, for any 
                        constituent entity or entities that have no tax 
                        jurisdiction of residence. In addition, if a 
                        constituent entity is an owner of a constituent 
                        entity that does not have a jurisdiction of tax 
                        residence, then the owner's share of such 
                        entity's revenues and profits will be 
                        aggregated or consolidated with the information 
                        for the owner's tax jurisdiction of residence.
                    ``(C) Reporting period.--The reporting period 
                covered by this paragraph is the period of the covered 
                entity's applicable financial statement prepared for 
                the 12-month period that ends with or within the 
                taxable year of the covered issuer. If the covered 
                issuer does not prepare an annual applicable financial 
                statement, then the reporting period covered by this 
                paragraph is the 12-month period that ends on the last 
                day of the taxable year of the covered issuer.
                    ``(D) Filing deadline.--Each covered issuer shall 
                submit to the Commission a report required under this 
                section on or before the due date (including 
                extensions) for filing that covered issuer's tax return 
                in the tax jurisdiction in which the covered issuer's 
                multinational enterprise group is resident.
                    ``(E) Regulation.--The Commission shall, in 
                consultation with the Commissioner of the Internal 
                Revenue Service and Secretary of the Treasury--
                            ``(i) promulgate regulations carrying out 
                        this subsection that conform to United States 
                        or international standards for country-by-
                        country reporting, including regulations 
                        promulgated by the Internal Revenue Service; 
                        and
                            ``(ii) require disclosure of the accounting 
                        methods used in calculating the information 
                        contained in each report filed pursuant to this 
                        subsection.''.
    (b) Rulemaking.--
            (1) Deadlines.--The Securities and Exchange Commission (in 
        this section referred to as the ``Commission'') shall--
                    (A) not later than 1 year after the date of 
                enactment of this Act, issue a proposed rule to carry 
                out this section and the amendment made by this 
                section; and
                    (B) not later than 18 months after the date of 
                enactment of this Act, issue a final rule to carry out 
                this section and the amendment made by this section.
            (2) Data format.--The information required to be provided 
        by this section shall be provided by the issuer in a report in 
        a machine readable format prescribed by the Commission, and 
        such report shall be made available to the public online, in 
        such machine readable format as the Commission shall prescribe.
            (3) Effective date.--Subsection (v) of section 13 of the 
        Securities Exchange Act of 1934, as added by this section, 
        shall become effective 1 year after the date on which the 
        Commission issues a final rule under this section.

               TITLE VI--WORKFORCE INVESTMENT DISCLOSURE

SEC. 601. SHORT TITLE.

    This title may be cited as the ``Workforce Investment Disclosure 
Act of 2021''.

SEC. 602. FINDINGS.

    Congress finds the following:
            (1) One of the keys to the 20th century post-war economic 
        success of the United States was the ability to prepare workers 
        over the course of their lives for success through multiple 
        sectors across society. Unfortunately, during the several 
        decades preceding the date of enactment of this Act, there has 
        been a shift in business norms and in society. While Congress 
        recognizes that the technology and job skills required for some 
        jobs has changed dramatically, the private and public 
        partnership to hire workers at different education levels and 
        invest in them for the long-term is broken.
            (2) Available data from the 10-year period preceding the 
        date of enactment of this Act suggests that businesses are 
        investing less in worker training during that time period, not 
        more.
            (3) In the wake of the 2008 global financial crisis, there 
        was a well-documented decline in overall business investment. 
        That decline coincides with the wage polarization of workers 
        and an increase in spending on share buybacks and dividends, 
        leading several researchers to conclude that companies are de-
        emphasizing investment at the expense of increasing returns for 
        shareholders. The onset of a global pandemic may make that 
        trend worse, especially with respect to investments in workers.
            (4) As part of the overall decline in investment described 
        in paragraph (3), publicly traded companies are being provided 
        with incentives to prioritize investments in physical assets 
        over investments in their workforces, meaning that those 
        companies are investing in robots instead of individuals. In 
        fact, there are already signs that automation has increased 
        during the COVID-19 pandemic.
            (5) More than ever, the Federal Government, through company 
        disclosure practices, needs to understand exactly how companies 
        are investing in their workers. Over the several months 
        preceding the date of enactment of this Act, companies across 
        the United States have taken extreme actions to adapt and 
        respond to evolving workforce challenges presented by COVID-19.
            (6) JUST Capital has been tracking the responses of the 
        Standard and Poor's 100 largest public companies to their 
        workers and has found wide variation in the policies 
        implemented, as well as with respect to the disclosure of those 
        policies. Through different responses to their workforces, from 
        layoffs to workplace safety to paid leave, the COVID-19 
        pandemic is exposing the myriad ways that workforce management 
        practices of companies pose operational and reputational risks 
        for short- and long-term financial performance.
            (7) Even before the COVID-19 pandemic, there was a growing 
        body of research establishing a relationship between measurable 
        workforce management, which is the way that companies manage 
        their employees, and firm performance. In a study of 2,000 
        large companies, Harvard Law School's Labor and Work Life 
        Program found that forward-thinking workforce policies that 
        prioritize workers, such as how companies train, retain, and 
        pay their workers, are correlated with long-term financial 
        performance.
            (8) Disclosure of workforce management policies should be 
        part of a Government-wide economic recovery strategy. Just as a 
        set of generally accepted accounting principles (commonly known 
        as ``GAAP'') was urgently adopted after the Great Depression, 
        standardized, comparable metrics of workforce disclosure 
        requirements in the context of the COVID-19 pandemic are 
        critical for investors to accurately measure and project 
        company performance, both in the present and in the future.
            (9) Because many companies already track workforce metrics 
        internally, moving towards a transparent disclosure regime 
        would allow investors to better judge whether companies are 
        managing risks and making the investments in their workforces 
        that are needed for long-term growth.
            (10) Businesses increasingly rely on workforce innovation 
        and intellectual capital for competitiveness. Workplace 
        benefits, particularly paid sick leave, medical leave, and 
        flexible work arrangements, critically support employee mental 
        and physical well-being.
            (11) Race- and gender-based workplace discrimination have 
        been tied to negative health outcomes, as well as lower 
        productivity, trust, morale, and satisfaction and higher rates 
        of absenteeism and turnover. Organizational reporting on 
        practices to reduce discrimination can increase employee job 
        satisfaction, performance, and engagement.
            (12) According to the Centers for Disease Control and 
        Prevention, work-related stress is the leading occupational 
        health risk and, per the American Institute of Stress, job 
        stress costs United States industry more than $300,000,000,000 
        per year in accidents, absenteeism, employee turnover, 
        diminished productivity, and medical, legal, and insurance 
        costs.
            (13) Employee health and well-being is a key asset to 
        delivering long-term value, with 80 percent of public companies 
        that took concrete actions on health and well-being having seen 
        larger improvements in financial performance.
            (14) Organizational well-being interventions can create 
        cost savings of up to 10 dollars for every dollar invested. 
        Specifically, for every dollar that employers spend on 
        workplace disease prevention and well-being programs, there is 
        a $3.27 reduction in employee medical costs and a $2.73 
        reduction in absenteeism costs. Employers that implement 
        workplace health promotion programs have seen reductions in 
        sick leave, health plan costs, and workers' compensation and 
        disability insurance costs of approximately 25 percent.
            (15) The Centers for Disease Control and Prevention has 
        found that preventable chronic conditions are a major 
        contributor to insurance premium and employee medical claim 
        costs, which are at an all-time high, and a Milken Institute 
        study shows that employers paid $2,600,000,000,000 in 2016 for 
        the indirect costs of employee chronic disease due to work 
        absences, lost wages, and reduced economic productivity.
            (16) The COVID-19 pandemic has severely impacted employee 
        physical, mental, and emotional well-being by increasing 
        stress, depression, burnout, and mortality rates of chronic 
        disease and by reducing work-life balance and financial 
        security, with these challenges likely to persist due to 
        uncertainty and instability even as employees return to work. 
        Before the COVID-19 pandemic, but especially in the face of 
        that pandemic, employers that advance policies and practices 
        that support workforce health, safety, and well-being are 
        likely to outperform competitors and benefit from lower costs.

SEC. 603. DISCLOSURES RELATING TO WORKFORCE MANAGEMENT.

    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) Disclosures Relating to Workforce Management.--
            ``(1) Definition.--In this subsection, the term `contingent 
        worker' includes an individual performing work in the usual 
        course of business on a temporary basis (including through a 
        labor intermediary, including an individual or entity that 
        supplies an employer with workers to perform labor) or as an 
        independent contractor.
            ``(2) Regulations.--Not later than 2 years after the date 
        of enactment of this subsection, the Commission, in 
        consultation with the Secretary of Labor, the Secretary of 
        Commerce, the Secretary of Treasury, and the Attorney General, 
        shall promulgate regulations that require each issuer required 
        to file an annual report under subsection (a) or section 15(d) 
        to disclose in that report information regarding workforce 
        management policies, practices, and performance with respect to 
        the issuer.
            ``(3) Rules.--Consistent with the requirement under 
        paragraph (4), each annual report filed with the Commission in 
        accordance with the regulations promulgated under paragraph (2) 
        shall include disclosure of the following with respect to the 
        issuer filing the report for the year covered by the report:
                    ``(A) Workforce demographic information, 
                including--
                            ``(i) the number of full-time employees, 
                        the number of part-time employees, and the 
                        number of contingent workers (including 
                        temporary and contract workers) with respect to 
                        the issuer, which shall include demographic 
                        information with respect to those categories of 
                        individuals, including information regarding 
                        race, ethnicity, and gender;
                            ``(ii) any policies or practices of the 
                        issuer relating to subcontracting, outsourcing, 
                        and insourcing individuals to perform work for 
                        the issuer, which shall include demographic 
                        information with respect to those individuals, 
                        including information regarding race, 
                        ethnicity, and gender; and
                            ``(iii) whether the percentage of 
                        contingent workers with respect to the issuer 
                        has changed, including temporary and contract 
                        workers, as compared with the previous annual 
                        report filed by the issuer under this 
                        subsection.
                    ``(B) Workforce stability information, including 
                information about the voluntary turnover or retention 
                rate, the involuntary turnover rate, the internal 
                hiring rate, and the internal promotion rate, as well 
                as information about workers who transition between 
                employee and contingent workers, and the horizontal job 
                change rate by quintile and demographic information.
                    ``(C) Workforce composition, including--
                            ``(i) data on diversity (including racial, 
                        ethnic, self-reported sexual orientation, and 
                        gender composition) for senior executives and 
                        other individuals in the workforce; and
                            ``(ii) any policies, audits, and 
                        programming expenditures relating to diversity.
                    ``(D) Workforce skills and capabilities, 
                including--
                            ``(i) information about training and cross-
                        training of employees and contingent workers by 
                        quintile and demographic information, 
                        distinguishing between compliance training, 
                        career development training, job performance or 
                        technical training, and training tied to 
                        recognized postsecondary credentials;
                            ``(ii) average number of hours of training 
                        for each employee and contingent worker;
                            ``(iii) total spending on training for all 
                        employees and contingent workers;
                            ``(iv) average spending per employee or 
                        contingent worker;
                            ``(v) training utilization rates; and
                            ``(vi) whether completion of training 
                        opportunities translates into value added 
                        benefit for workers, as determined by wage 
                        increases or internal promotions.
                    ``(E) Workforce health, safety, and well-being, 
                including information regarding--
                            ``(i) the frequency, severity, and lost 
                        time due to injuries, physical and mental 
                        illness, and fatalities;
                            ``(ii) the scope, frequency, and total 
                        expenditure on workplace health, safety, and 
                        well-being programs;
                            ``(iii) the total dollar value of assessed 
                        fines under the Occupational Safety and Health 
                        Act of 1970 (29 U.S.C. 651 et seq.);
                            ``(iv) the total number of actions brought 
                        under section 13 of the Occupational Safety and 
                        Health Act of 1970 (29 U.S.C. 662) to prevent 
                        imminent dangers;
                            ``(v) the total number of actions brought 
                        against the issuer under section 11(c) of the 
                        Occupational Safety and Health Act of 1970 (29 
                        U.S.C. 660(c));
                            ``(vi) any findings of workplace harassment 
                        or workplace discrimination during the 5 fiscal 
                        year period of the issuer preceding the fiscal 
                        year in which the report is filed; and
                            ``(vii) communication channels and 
                        grievance mechanisms in place for employees and 
                        contingent workers.
                    ``(F) Workforce compensation and incentives, 
                including information regarding--
                            ``(i) total workforce costs, including 
                        salaries and wages, health benefits, other 
                        ancillary benefit costs, and pension costs;
                            ``(ii) workforce benefits, including paid 
                        leave, health care, child care, and retirement, 
                        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 
                        unemployment insurance by the issuer, how many 
                        employees to whom those contributions 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 
                        employees and any policies or practices 
                        designed to counter any risks created by such 
                        incentives and bonuses.
                    ``(G) Workforce recruiting and needs, including--
                            ``(i) the number of new jobs created, 
                        seeking to be filled, and filled, disaggregated 
                        based on classification status;
                            ``(ii) the share of new jobs that require a 
                        bachelor's degree or higher;
                            ``(iii) information regarding the quality 
                        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 productivity, 
                including information regarding policies and practices 
                of the issuer relating to--
                            ``(i) engagement, productivity, and mental 
                        well-being of employees and contingent workers, 
                        as determined in consultation 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 remotely, 
                        as determined in consultation with the 
                        Department of Labor.
            ``(4) Disaggregation of information.--To the maximum extent 
        feasible, the information described in paragraph (3) shall be 
        disaggregated by--
                    ``(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 annual report; 
                and
                    ``(C) the employment status of individuals 
                performing services for the issuer, including whether 
                those individuals are full-time employees, part-time 
                employees, or contingent workers.
            ``(5) Treatment of emerging growth companies.--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 
                circumstances under which it is made, not misleading.
                    ``(B) Exception.--A person shall not be liable 
                under subparagraph (A) if the person shows that the 
                person had, after reasonable investigation, 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 Securities and 
        Exchange Commission;
            (2) the term ``covered issuer'' means an issuer that is 
        required to file an annual report under section 13(a) or 
        section 15(d) of the Securities Exchange 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 subsection (w) of section 13 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78m), as added by section 
603, a covered 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 annual report of the covered issuer 
satisfy the public disclosure standards of the International 
Organization for Standardization's ISO 30414, or any successor 
standards for external workforce reporting, as supplemented or adjusted 
by rules, guidance, or other comments from the Commission.

SEC. 605. SEC STUDY.

    (a) Definitions.--In this section, the terms ``Commission'' and 
``issuer'' have the meanings given those terms in section 604(a).
    (b) Study.--The Commission shall conduct a study about the value to 
investors of--
            (1) information about the human rights commitments 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, constituency consultation processes, and supplier due 
        diligence; and
            (2) with respect to issuers required to file annual reports 
        under section 13(a) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78m(a)), information 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 satisfaction, well-
                being, and engagement;
                    (D) the number and overall percentage of quality 
                jobs, as determined by compensation above median wage 
                and comprehensive employer-provided benefits; and
                    (E) information about workforce investment 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 recommendations 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 described in 
        section 249.310 of title 17, Code of Federal 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--
                    (A) are expending company funds to resolve, settle, 
                or litigate claims of workplace harassment, including 
                sexual harassment; and
                    (B) along with the executives and managers of those 
                corporations--
                            (i) are complying with prohibitions against 
                        workplace harassment, including sexual 
                        harassment; and
                            (ii) facilitate a culture of silence, 
                        disrespect, intimidation, and abuse that 
                        negatively 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 harassment, 
                        including sexual harassment, as that misconduct 
                        occurs; and
                            (ii) foster a culture in which workplace 
                        harassment is not protected and does not occur.
    (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 
submission--
            (1) during the period covered by the submission--
                    (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--
                            (i) the settlements described in 
                        subparagraph (A)(i); and
                            (ii) the judgments described in 
                        subparagraph (A)(ii); and
            (2) information regarding whether, in the aggregate, 
        including the period covered by the submission, there have been 
        three or more settlements reached by, or judgments against, the 
        issuer with respect to workplace harassment, including sexual 
        harassment, or retaliation for reporting, resisting, opposing, 
        or assisting in the investigation of workplace harassment that 
        relate to a particular individual employed by the issuer, 
        without identifying that individual by name.

                  TITLE VIII--CYBERSECURITY DISCLOSURE

SEC. 801. SHORT TITLE.

    This title may be cited as the ``Cybersecurity Disclosure 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--
            ``(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 effort to adversely impact the security, 
                availability, confidentiality, or integrity of an 
                information system or information that is stored on, 
                processed by, or transiting an information system; and
                    ``(B) does not include any action that solely 
                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 programmable logic 
                controllers;
            ``(4) the term `NIST' means the National Institute 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 reporting 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 expertise or experience in cybersecurity 
        and in such detail as necessary to fully describe the nature of 
        the expertise or experience; and
            ``(2) if no member of the governing body of the reporting 
        company has expertise or experience in cybersecurity, to 
        describe what other aspects of the reporting company's 
        cybersecurity were taken into account by any person, such as an 
        official serving on a nominating committee, that is responsible 
        for identifying and evaluating nominees for membership to the 
        governing body.
    ``(c) Cybersecurity Expertise or Experience.--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 Education (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 Diversity.--
            ``(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 effect 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 subsection (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 voluntary self-
                identification, on the racial, ethnic, gender identity, 
                and sexual orientation composition of--
                            ``(i) the board of directors of the issuer;
                            ``(ii) nominees for the board of directors 
                        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 voluntary self-identification, as 
                a veteran.
                    ``(C) Whether the board of directors of the issuer, 
                or any committee of that board of directors, 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 directors 
                        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 annual 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 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 subsection, 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 Representatives, 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 Office 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. 903. DIVERSITY ADVISORY GROUP.

    (a) Definitions.--For the purposes of this section:
            (1) Advisory group.--The term ``Advisory Group'' means the 
        Diversity Advisory Group established under subsection (b).
            (2) Commission.--The term ``Commission'' means the 
        Securities and Exchange Commission.
            (3) Issuer.--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) Establishment.--The Commission shall establish 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 members 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, Housing, and Urban Affairs of the Senate, 
        and the Committee on Financial Services of the House of 
        Representatives 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 orientation 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 Banking, Housing, and Urban Affairs of the Senate and the Committee 
on Financial Services of the House of Representatives 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 Commission shall make all 
reports of the Advisory Group available to issuers and the public, 
including on the website of the Commission.
    (f) Inapplicability of Federal Advisory Committee Act.--The Federal 
Advisory Committee Act (5 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 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) Disclosure of Certain Activities Relating to the Xinjiang 
Uyghur Autonomous Region.--
            ``(1) In general.--Not later than the end of the 180-day 
        period beginning on the date of enactment of this subsection, 
        the Commission shall issue rules to require each issuer 
        required to file an annual 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--
                    ``(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 materials 
                described under subparagraph (A), whether 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 
                        commercial activity related to such good or 
                        material;
                            ``(ii) the gross revenue and net profits, 
                        if any, attributable to the good or material; 
                        and
                            ``(iii) whether the issuer or the affiliate 
                        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 requirements of 
                        this subsection; and
                            ``(ii) issue a report to Congress 
                        containing the results of the assessment 
                        required under clause (i).
                    ``(B) GAO report.--The Comptroller General of the 
                United States shall periodically evaluate and report to 
                Congress on the effectiveness of the oversight by the 
                Commission of the disclosure requirements under this 
                subsection.
            ``(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 subsidizes 
                        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 
                        Commission 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 internment, forced labor, and any other 
        gross violations of human rights experienced by Uyghurs, 
        Kazakhs, 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 Exchange Commission, in 
coordination with the Director of the Office of the Advocate for Small 
Business Capital Formation and the Investor Advocate of the Office of 
the Investor Advocate, shall--
            (1) conduct a study on the issues small businesses 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 requirements.
    (b) Definition of Small Business.--In this section, the term 
``small business'' has the meaning given the 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.