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S. 360Senate116th Congress (2019-2021)In Committee

Improving Corporate Governance Through Diversity Act of 2019

Sponsored by Robert MenendezSen. Robert Menendez (D-NJ)
Introduced February 6, 2019

AI-Generated Summary

Updated April 14, 2026 at 1:25 AM UTC

The Improving Corporate Governance Through Diversity Act of 2019 would amend the Securities Exchange Act of 1934 to require publicly traded companies to disclose diversity information. It applies to issuers that file annual reports, forcing them to report the racial, ethnic, gender, and veteran composition of their boards, board nominees, and executive officers, as well as any diversity policies they have adopted. The bill also directs the SEC to publish best‑practice guidance on compliance every three years.

Key Provisions

  • Requires issuers to include, in proxy or information statements, voluntarily self‑identified data on race, ethnicity, gender, and veteran status for board members, board nominees, and executive officers.
  • Mandates disclosure of whether the board or its committees have adopted policies or plans to promote racial, ethnic, gender, and veteran diversity.
  • If a company does not file a proxy or information statement in a given year, it must provide the required diversity data in its next annual report to the SEC.
  • Directs the SEC’s Office of Minority and Women Inclusion to publish best‑practice guidance on compliance within three years of enactment and every three years thereafter, with input from an advisory council of issuers and investors.

Legislative Activity

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SenateIntro Referral Latest Action

Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Banking, Housing, and Urban Affairs Committee

February 6, 2019

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SenateIntro Referral

Introduced in Senate

February 6, 2019

SenateIntro Referral

Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Banking, Housing, and Urban Affairs Committee

February 6, 2019

Bill Text

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Introduced in SenateIssued February 6, 2019

II

116th CONGRESS

1st Session

S. 360

IN THE SENATE OF THE UNITED STATES

February 6, 2019

Mr. Menendez (for himself, Ms. Harris, and Mr. Booker) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs

A BILL

To amend the Securities Exchange Act of 1934 to require the submission by issuers of data relating to diversity, and for other purposes.

1.

Short title

This Act may be cited as the Improving Corporate Governance Through Diversity Act of 2019.

2.

Submission of data relating to diversity by issuers

Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the end the following:

(s)

Submission of data relating to diversity

(1)

Definitions

In this subsection—

(A)

the term executive officer has the meaning given the term in section 230.501 of title 17, Code of Federal Regulations, as in effect on the date of enactment of this subsection; and

(B)

the term veteran has the meaning given the term in section 101 of title 38, United States Code.

(2)

Submission of disclosure

Each issuer required to file an annual report under subsection (a) shall disclose in any proxy statement relating to the election of directors, and in any information statement that so relates, that is filed with the Commission the following:

(A)

Data, based on voluntary self-identification, on the racial, ethnic, and gender composition of—

(i)

the board of directors of the issuer;

(ii)

nominees for the board of directors of the issuer; and

(iii)

the executive officers of the issuer.

(B)

The status, based on voluntary self-identification, of any member of the board of directors of the issuer, any nominee for the board of directors of the issuer, or any executive officer of the issuer as a veteran.

(C)

Whether the board of directors of the issuer, or any committee of that board of directors, has, as of the date on which the issuer makes a disclosure under this paragraph, adopted any policy, plan, or strategy to promote racial, ethnic, and gender diversity among—

(i)

the board of directors of the issuer;

(ii)

nominees for the board of directors of the issuer; or

(iii)

the executive officers of the issuer.

(3)

Alternative submission

In any 1-year period in which an issuer required to file an annual report under subsection (a) does not file with the Commission a proxy statement or information statement described in paragraph (2), the issuer shall disclose the information required under that paragraph in the first annual report of the issuer that the issuer submits to the Commission after the end of that 1-year period.

(4)

Best practices

(A)

In general

Not later than 3 years after the date of enactment of this subsection, and once every 3 years thereafter, the Director of the Office of Minority and Women Inclusion of the Commission (referred to in this paragraph as the Director), in consultation with the advisory council established under subparagraph (C), shall publish best practices with respect to compliance with this subsection.

(B)

Comments

The Director may, pursuant to subchapter II of chapter 5 of title 5, United States Code, solicit public comments relating to the best practices published under subparagraph (A).

(C)

Advisory council

The Director shall, in accordance with the Federal Advisory Committee Act (5 U.S.C. App.), establish an advisory council that shall—

(i)

include issuers and investors; and

(ii)

advise the Director with respect to the best practices published under subparagraph (A).

.