I 116th CONGRESS 2d Session H. R. 8458 IN THE HOUSE OF REPRESENTATIVES September 30, 2020 Mr. Ted Lieu of California introduced the following bill; which was referred to the Committee on Financial Services A BILL To amend the Securities Exchange Act of 1934 to require public companies to provide sexual harassment claim disclosures in certain reports, to require public companies to implement mandatory sexual harassment training, and for other purposes.

1. Short title This Act may be cited as the Protections and Transparency in the Workplace Act . 2. Covered discrimination and harassment disclosures (a) Definition Section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ) is amended— (1) by redesignating the second paragraph (80) (related to funding portals) as paragraph (81); and (2) by adding at the end the following: (82) Covered discrimination and harassment The term covered discrimination and harassment means— (A) discrimination because of race, color, religion, sex (including sexual orientation and gender identity), or national origin under title VII of the Civil Rights Act of 1964 ( 42 U.S.C. 2000e et seq.); (B) discrimination because of age under the Age Discrimination in Employment Act of 1967 ( 29 U.S.C. 621 et seq.); (C) discrimination on the basis of disability under— (i) title I of the Americans with Disabilities Act of 1990 ( 42 U.S.C. 12111 et seq.); or (ii) section 501 of the Rehabilitation Act of 1973 ( 29 U.S.C. 791 ); (D) discrimination because of genetic information under title II of the Genetic Information Nondiscrimination Act of 2008 ( 42 U.S.C. 2000ff et seq.); (E) discrimination on the basis of status concerning service in a uniformed service under section 4311(a) of title 38, United States Code; (F) sexual harassment; or (G) sexual assault or abuse. . (b) Disclosures Section 13 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m ) is amended by adding at the end the following: (s) Covered discrimination and harassment disclosures (1) Annual and quarterly disclosures Each issuer required to file an annual or quarterly report under subsection (a) shall disclose, in each such report, the following: (A) In general (i) The number of covered discrimination and harassment claims received within the reporting period. (ii) The current number of covered discrimination and harassment claims being investigated at the time of the report. (iii) The number of covered discrimination and harassment claims that were resolved within the reporting period. (iv) The number of settlements in connection with covered discrimination and harassment claims within the reporting period. (v) The number of court judgements in connection with covered discrimination and harassment claims within the reporting period. (vi) The aggregate amount of payments made in connection with covered discrimination and harassment claims, including payments made by persons other than the issuer (including amounts that may have been paid under an insurance policy or directly by an employee of the issuer). (vii) The outcomes of all adjudicated covered discrimination and harassment cases, including which party was the prevailing party or, if there was no prevailing party, whether there was a settlement with no admission of guilt. (B) Additional disclosures (i) The number of repeat settlements of covered discrimination and harassment claims with respect to a specific individual. (ii) The efforts taken by the issuer, including mandatory covered discrimination and harassment training, to prevent the perpetration of harassment, discrimination, or abuse by employees. (iii) The average length of time it takes for the issuer to resolve covered discrimination and harassment claims. (C) Inclusion of related entities (i) In general In making any disclosure under this paragraph, the issuer shall disclosure such information with respect to itself as well as any parent, subsidiary, or affiliate. (ii) Data format In making any disclosure under this paragraph, the issuer shall report each of the following sets of data: (I) In an aggregated format including the disclosures with respect to the issuer and all parents, subsidiaries, and affiliates of the issuer. (II) The aggregate of the disclosures for all parents, subsidiaries, and affiliates of the issuer. (III) Separate disclosures for the issuer and each parent, subsidiary, or affiliate. (2) Attestation requirement Each issuer required to file an annual or quarterly report under subsection (a) shall include with such report a separate attestation by the general counsel, the chief financial officer, the chief executive officer, and each member of the board of directors of the issuer that the issuer— (A) has in place policies and systems to ensure that the management of the issuer is aware of the requirements of this subsection, section 14C, and section 14D, and any rules issued thereunder; and (B) is in compliance with such requirements and rules. (3) Current reports (A) In general Each issuer required to file current reports under this section shall— (i) file such a report each time the issuer enters or exits any agreement related to the resolution of a covered discrimination and harassment claim against the issuer (or a parent, subsidiary, or other affiliate of the issuer); and (ii) state in such report whether the agreement involved a claim against an employee who has had 2 or more previous covered discrimination and harassment claims made against them. (B) Redactions In making a report required under subparagraph (A), the issuer— (i) may redact the names of specific individuals involved with the agreement; and (ii) unless the issuer has received consent from a complainant, shall redact the name of the complainant. (4) Claim defined In this subsection, the term claim means any allegation, assertion, or formal legal action. . 3. Independent and impartial investigatory requirements The Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq.) is amended by inserting after section 14B the following: 14C. Independent and impartial investigatory requirements (a) In general In investigating any covered discrimination and harassment claim, an issuer shall engage and pay for a third-party law firm to investigate reports of covered discrimination and harassment on an impartial, fact-finding basis rather than at the direction of or scope defined by the issuer. (b) Selection of law firm In choosing the third-party law firm to be engaged under subsection (a), the issuer may only choose a law firm agreed to by all employees involved with the claim. (c) Claim defined In this section, the term claim means any allegation, assertion, or formal legal action. . 4. Mandatory covered discrimination and harassment training, including bystander training, and workplace survey The Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq.), as amended by section 3, is further amended by inserting after section 14C the following: 14D. Mandatory covered discrimination and harassment training, including bystander training, and workplace survey (a) Workplace training programs (1) In general Each covered issuer shall develop and disseminate workplace training programs to educate employees at all levels, no matter what position, about what constitutes prohibited covered discrimination and harassment, how to report covered discrimination and harassment, how to prevent covered discrimination and harassment, and what rights employees have with respect to covered discrimination and harassment. (2) Special training for certain employees Each training program developed under paragraph (1) shall require separate training for managers and human resources employees. (3) Specific contents of training program Each training program developed under paragraph (1) shall contain the following: (A) An explanation of what constitutes covered discrimination and harassment. (B) An explanation of how covered discrimination and harassment can impact victims. (C) The rights of individuals with respect to covered discrimination and harassment and how to report it. (D) How individuals, including bystanders who encounter covered discrimination and harassment, can intervene or report covered discrimination and harassment and what their rights are should they report. (E) How employers and managers can prevent covered discrimination and harassment from occurring in the workplace. (F) An identification of available resources for making complaints, including contact information for the head of human resources, contact information for the whistleblower tip line established under this section, and other public resources where further information can be obtained, such as law enforcement agencies, hospitals, and mental health resources. (4) Frequency of training Each training program developed under paragraph (1) shall— (A) require new employees to complete the training program not later than 60 days after the employee assumes their position; (B) require all employees to complete the training program once annually; and (C) require any employee found to have committed covered discrimination and harassment to retake the training as soon as possible. (b) Annual survey Each covered issuer shall conduct an annual survey of the issuer’s employees to determine— (1) whether employees feel safe; (2) whether employees would be comfortable reporting sexual harassment; and (3) if there are ways the issuer could create better avenues for employees to report sexual harassment. (c) Use of outside law firms (1) In general Each covered issuer shall contract with a third-party law firm to carry out the workplace training program required under subsection (a) and the annual survey required under subsection (b). (2) Sense of Congress It is the sense of the Congress that covered issuers should use the same law firm to carry out the annual survey and the workplace training program. (d) Whistleblower tip line Each covered issuer shall— (1) establish an anonymous whistle blower tip line for employees; and (2) with respect to any report made to the tip line, immediately provide the report to the general counsel of the issuer, the head of human resources for the issuer, and the members of the board of directors of the issuer. (e) Definitions In this section: (1) Covered issuer The term covered issuer means an issuer of a security registered pursuant to section 12. (2) Employee With respect to an issuer, the term employee means— (A) an employee of the issuer, including a volunteer or other individual working for the issuer without pay; and (B) an independent contractor who is contracting with the issuer, and each employee of the independent contractor, including a volunteer or other individual working for the contractor without pay. .