Rep. Gregory Meeks (D-NY) and Sen. Bob Menendez (D-NJ) introduced companion legislation: “Improving Corporate Governance Through Diversity Act of 2019" (courtesy of Weil) in the House and Senate, respectively, that would mandate public company proxy statement disclosure of: (i) data - based on voluntary self-identification - on the racial, ethnic, and gender composition, and veteran status, of the company's directors, director nominees, and executive officers, and (ii) whether the company's board or a board committee has adopted any policy, plan, or strategy to promote racial, ethnic, and gender diversity among the board, its director nominees or the company's executive officers.
The bill also:
- Mandates the SEC’s Office of Minority and Women Inclusion (OMWI) create an advisory council (pursuant to the Federal Advisory Committee Act) that includes issuers and investors to advise on best practices (bullet below)
- Requires the OMWI to publish - every three years - best practices, in consultation with the advisory council, for compliance with these rules
- Allows OMWI to solicit public comments on the best practices consistent with the formal rulemaking process under the APA
The NAACP, the Urban League, CII and the US Chamber of Commerce reportedly support the bills.
|
See also Gibson Dunn's memo and Allen Matkins Keith Paul Bishop post.
|