In "It's Time to Talk Diversity in D and O Questionnaires (with Sample Question)," Dorsey suggests a sample diversity question companies may elect to include in, or tailor for, their 2021 proxy season D&O questionnaire that considers both race, ethnicity, and gender based on EEO classifications, as well as a broader range of self-identified diversity characteristics disclosable under SEC guidance if the board considers them in identifying director nominees and the director consents to the company's disclosure. The firm advises corporate secretaries to review proposed new questions in the context of any existing diversity policies; inform directors (and officers, if applicable) how and where the company will use the responses (if provided); and make clear that responses to the questions are not required.
See the sample question included in Bryan Cave's "Consider Updates to D&O Questionnaire as Pressure Mounts for Voluntary Racial, Ethnic and Gender Diversity Disclosures," which we reported on here. This post first appeared in the weekly Society Alert!