S.Amdt. 2739

1. Adds SEC. __. CYBERSECURITY TRANSPARENCY wherever appropriate

   Adds a section

   Inserted: SEC. __. CYBERSECURITY TRANSPARENCY.

   Inserted: (a) Definitions.--In this section--

   Inserted: (1) the term "Commission" means the Securities and Exchange Commission;

   Inserted: (2) the term "issuer" has the meaning given the term in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c); and

   Inserted: (3) the term "reporting company" means any company that is an issuer--

   Inserted: (A) the securities of which are registered under section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l); or

   Inserted: (B) that is required to file reports under section 15(d) of such Act (15 U.S.C. 78o(d)).

   Inserted: (b) Requirement To Issue Rules.--Not later than 360 days after the date of enactment of this Act, the Commission shall issue final rules to require each reporting company, in the annual report submitted under section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m and 78o(d)) or the annual proxy statement submitted under section 14(a) of such Act (15 U.S.C. 78n(a))--

   Inserted: (1) to disclose whether any member of the governing body, such as the board of directors or general partner, of the reporting company is a cybersecurity expert (based on minimum standards established by the Commission, in consultation with the Department of Homeland Security and the National Institute of Standards and Technology), in such detail as necessary to fully describe the nature of the expertise; and

   Inserted: (2) if no member of the governing body of the reporting company is a cybersecurity expert, to briefly describe how the absence of such expertise was taken into account by such persons responsible for identifying and evaluating nominees for any member of the governing body, such as a nominating committee.

   Inserted: (c) Considerations.--In establishing the minimum standards for a cybersecurity expert for purposes of subsection (b), the Commission, in consultation with the Department of Homeland Security and the National Institute of Standards and Technology, shall consider whether a person has substantive experience with preventing and addressing cybersecurity threats.

   The amendment doesn't say where this goes; the clerk decides.

   Original wording

   At the appropriate place, insert the following:

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As printed