Further to our report last week: "ISS Adds D&O Race/Ethnicity to Product Offerings for Investors," Bryan Cave's "Consider Updates to D&O Questionnaire as Pressure Mounts for Voluntary Racial, Ethnic and Gender Diversity Disclosures" suggests companies consider adding a question to their D&O questionnaires to collect racial and ethnic diversity data from their directors to support any voluntary disclosure, ideally after first discussing with the board its desired approach. The firm offers these sample questions:
(x) If you are willing to provide this information, please self-identify up to three classifications of racial/ethnic/gender/other diversity characteristics. Please note that if you choose to provide this information, you consent to possible public disclosure of the information, including in the company’s proxy statement, on our website or in response to inquiries from analysts, shareholders or the media.
Or this alternative, which would allow the company to gather data without it being contingent on disclosure consent (i.e., request consent to disclosure on a stand-alone basis):
(y) If you are willing to provide this information, please self-identify up to three classifications of racial/ethnic/gender/other diversity characteristics.
I [consent] [do not consent] to possible public disclosure of the information, including in the company’s proxy statement, on our website or in response to inquiries from analysts, shareholders or the media.
Alternatively, the topic may be addressed in a board meeting or in documented one-on-one discussions provided that these interactions also elicit the director's consent (or declination of consent) to use the information for disclosure purposes. The company may elect to follow a similar approach with respect to its officers.
This post first appeared in the weekly Society Alert!