Mr. Speaker, pursuant to House Resolution 473, I call up the bill (H.R. 1187) to provide for disclosure of additional material information about public companies and establish a Sustainable Finance Advisory Committee, and for other…
Mr. Speaker, pursuant to House Resolution 473, I call up the bill (H.R. 1187) to provide for disclosure of additional material information about public companies and establish a Sustainable Finance Advisory Committee, and for other purposes, and ask for its immediate consideration in the House.
Mr. Speaker, I ask unanimous consent that all Member may have 5 legislative days within which to revise and extend their remarks on H.R. 1187 and to insert extraneous material thereon.
Mr. Speaker, I yield myself such time as I may consume.
Mr. Speaker, I rise in support of H.R. 1187, the Corporate Governance Improvement and Investor Protection Act.
H.R. 1187 is a package of bills designed to strengthen investor protections and require companies to provide environmental, social, and governance disclosures, known as ESG. I thank my colleague, Representative Juan Vargas, for his leadership on this package.
This bill provides investors with critical information on ESG matters by requiring public companies to disclose key information to shareholders regarding corporate political spending, worker pay, CEO compensation, climate risk, and country-by-country tax reporting; and provides issuers with clear, consistent standards to disclose this information.
This is key information that investors have been demanding in order to make the best decisions on the short- and long-term viability of the companies they are investing in.
It is surprising that, to this day, there are no explicit ESG requirements and investors are left to piece together the story of a company's material risk with insufficient information. This is unacceptable.
So I am pleased that this package of bills will improve investor protections by holding public companies accountable and providing greater transparency.
This package includes a number of bills authored by several hardworking members of the Financial Services Committee, specifically: Representative Juan Vargas, Representative Bill Foster, Representative Nydia Velazquez, Representative Sean Casten, and Representative Cindy Axne.
Specifically, Mr. Vargas' bill, the ESG Disclosure Simplification Act, requires public companies to disclose certain ESG information to shareholders, as well as the impact of the ESG policies on their strategies.
Mr. Foster's bill, the Shareholder Political Transparency Act, requires public companies to submit quarterly reports to the SEC on any and all political expenditures, including dark money.
Ms. Velazquez's bill, the Greater Accountability in Pay Act, sheds light on pay disparities, helping to close the gender and racial pay gap.
Ms. Axne's bill, the Disclosure of Tax Havens and Offshoring Act, requires disclosures that discourage companies'
use of tax havens and encourages repatriation of taxes to the United States.
Mr. Casten's bill, the Climate Risk Disclosure Act, requires disclosures that encourages companies to plan for the impact of climate change on their company.
Each of these bills passed the Financial Services Committee with unanimous Democratic support. I thank all these Members for their work on these bills, their contributions to the legislative package, and their leadership on these important reforms to protect investors and hold corporations accountable.
This package is the right thing to do for investors and our markets. It is past time that Congress make ESG requirements explicit. For these reasons, I urge my colleagues to support the bill.
Mr. Speaker, I reserve the balance of my time.
Mr. Speaker, I yield 3 minutes to the gentleman from California (Mr. Vargas), our leader and the real sponsor on this legislation.
Mr. Speaker, I yield 2 minutes to the gentleman from Illinois (Mr. Casten).
Mr. Speaker, I yield an additional 30 seconds to the gentleman from Illinois.
Mr. Speaker, I yield 2 minutes to the gentlewoman from Iowa (Mrs. Axne).
Mr. Speaker, I yield 1 minute to the gentleman from Connecticut (Mr. Himes).
Mr. Speaker, I yield 1 minute to the gentlewoman from Illinois (Ms. Underwood).
Mr. Speaker, I include in the Record letters from California Public Employees' Retirement System, Public Citizen, the North American Securities Administrators Association, and Principles for Responsible Investment.
California Public Employees' Retirement System, Executive
Office,
June 14, 2021.
Subject: H.R. 1187, The Corporate Governance Improvement and
Investor Protection Act.
Hon. Nancy Pelosi
Speaker, House of Representatives,
Washington, DC.
Hon. Kevin McCarthy,
Minority Leader, House of Representatives,
Washington, DC
Dear Speaker Pelosi and Minority Leader McCarthy: On behalf
of the California Public Employees' Retirement System, I
write to express support for the overall direction of H.R.
1187, the ``Corporate Governance Improvement and Investor
Protection Act,'' which would require public companies to
disclose material information on the link between
environmental, social, and governance (ESG) metrics and their
long-term business strategy, as well as political
expenditures, compensation practices, climate-related risk
and tax expenditures, among other issues. This bill will
improve and enhance corporate disclosures essential to
maintaining the competitiveness of U.S. financial markets.
As the largest public defined benefit pension fund in the
United States, we manage approximately $465 billion in global
assets on behalf of more than two million members. Our
fiduciary duty requires that we take a long-term view in
assessing whether the companies that we hold in our portfolio
are effectively managed and able to provide the sustainable,
risk-adjusted returns that allow us to meet our commitments
to pay benefits earned by these dedicated active and retired
public servants for decades to come.
We fundamentally depend on the integrity and efficiency of
financial markets to meet these commitments and rely upon
financial reporting to provide transparent and relevant
information about the economic performance, conditions, and
operations of the
companies in which we invest. We believe corporate disclosure
of material financial information is a precondition to
maintaining effective and consistent corporate accountability
and sustainable economic growth. As the Securities and
Exchange Commission (``SEC'') has said in the past:
``Only through the steady flow of timely, comprehensive,
and accurate information can people make sound investment
decisions. The result of this information flow is a far more
active, efficient, and transparent capital market that
facilitates the capital formation so important to our
nation's economy.''
Critically, CalPERS and other pension funds are inhibited
from adequately exercising their fiduciary duty without such
disclosures. Disclosure of material financial information is
necessary to close the information gap that occurs when
management of a company is aware or should be aware of
certain risks, yet such information is not available to
shareowners. We believe H.R. 1187 will address critical areas
in which more high-quality, consistent, and comparable
disclosures by public issuers are necessary, and build a more
robust reporting regime that enhances shareowner value over
the long-term. We are pleased that the following measures,
which CalPERS has been on the record in supporting, are
included in the Corporate Governance Improvement and Investor
Protection Act:
H.R. 1187, the ESG Disclosure Simplification Act, which
would, among other things, require issuers to disclose
certain ESG metrics to shareholders, the connection between
those metrics and the issuer's long-term business strategy,
and the method by which the issuer determines how ESG metrics
impact its long-term strategy. We believe the current quality
and quantity of relevant ESG reporting does not meet
investors' needs and support the SEC playing a prominent role
in standardizing and assuring the accuracy of ESG data
reporting, and that it is reflected in company financials.
H.R. 1087, the Shareholder Political Transparency Act,
which would require public companies to disclose detailed
information about their political spending to the SEC and
shareholders in specified quarterly and annual reports. The
CalPERS Governance & Sustainability Principles call for
responsible board oversight, including disclosures of
corporate charitable and political activity to ensure
alignment with business strategy and to protect assets on
behalf of shareowners. As fiduciaries, we need to know how
our capital is being used, including if and when political
expenditures are made. SEC rulemaking would bring clarity and
consistency in the format and scope of disclosures and
provide a cost-effective alternative to private ordering.
Furthermore, political expenditure disclosure is consistent
with the SEC's requirement for public companies to disclose
meaningful financial information and would encourage prudent
use of corporate shareowner resources for political
activities.
H.R. 2570, the Climate Risk Disclosure Act, which would
require public companies to report financial risks posed to
them by climate change, the processes they use to identify
those risks, and the actions they take to mitigate those
risks. Our investment strategy is to make sure our portfolio
is resilient to short-term and long-term risks, both of which
include some dimension of climate change. We seek to find the
investment opportunities that the energy transition brings,
and to bring down emissions that contribute to global
warming. We believe it is vital that companies identify,
manage, and disclose material environmental risks and
opportunities relevant to their short-term and long-term
success. We support the establishment of a uniform reporting
regime for climate change risk disclosures that would address
key issues that impact shareowner value, including minimizing
risk, maximizing returns, and ensuring accountability from
all those involved.
H.R. 3007, the Disclosure of Tax Havens and Offshoring Act,
which would require public companies to annually disclose
information on their subsidiaries and specified country-by-
country financial information including total pre-tax
profits, total amounts paid in State, Federal, and foreign
taxes, employees, and tangible assets. As an investor in many
of the largest public companies in the world, we are acutely
aware of the complexities of international taxes, and the
increasingly important role that taxes play in corporate
profitability. However, current tax disclosures in the United
States do not provide investors with sufficient tax-related
information to adequately assess companies' valuations and
risks. We believe increasing transparency and requiring the
disclosure of overly aggressive international tax planning
arrangements helps to reduce systemic risk that threatens
global markets and ensure stronger long-term outcomes.
In addition, we are supportive of including additional
provisions in the Corporate Governance Improvement and
Investor Protection Act, such as the following disclosures
related to human capital management, board diversity, and
cybersecurity:
H.R. 3471, the Workforce Investment Disclosure Act, which
would require public companies to disclose information about
their Human Capital Management (HCM) policies, practices, and
performance in their annual reports. CalPERS expects fair,
accurate, and timely reporting on how companies identify and
manage risks related to the three forms of capital:
financial, physical, and human. The fact that there are few
standards for measuring and reporting on human capital topics
makes it difficult for investors to truly understand related
risks and opportunities when assessing individual companies.
We believe that rules-based disclosures with numeric metrics
provide crucial information to long-term investors, like
CalPERS, who are concerned about sustainability over time. We
have made recommendations in our comment letter on the SEC's
proposed rulemaking under Regulation S-K for metrics that
should be disclosed by all registrants, including the number
of full-time, part-time, and contingent workers; employee
turnover rates; health and safety, employee engagement and
diversity statistics.
H.R. 1277, the Improving Corporate Governance Through
Diversity Act, which would require public companies to
annually disclose the voluntary, self-identified racial,
ethnic, gender, and veteran status of their board of
directors, nominees, and senior executives, and establishes
an advisory group to recommend strategies to increase
diversity in these leadership positions. We support
initiatives that promote talent diversity--including a broad
range of education, experience, thoughts, perspectives, and
competencies--to help enable effective board leadership. We
view board diversity in terms of skill sets, sex, age,
nationality, race, sexual orientation, gender identity,
disability, and historically underrepresented groups, and
believe requiring public companies to annually disclose the
self-identified racial, ethnic, gender, and veteran status of
their board of directors, nominees, and senior executives is
an important step toward challenging ``group think'' in
corporate boardrooms and C-suites, which can severely limit
companies' ability to innovate and effectively engage with
shareowners and other stakeholders.
Mr. Speaker, I have no further speakers, and I am prepared to close. I reserve the balance of my time until the gentleman from Michigan yields back.
Madam Speaker, may I inquire as to how much time is remaining.
Madam Speaker, I yield myself the balance of my time.
Madam Speaker, this bill provides urgently needed investor protections by requiring the Securities and Exchange Commission to adopt clear, consistent standards for ESG metrics. Without the information requirements in this bill, investors are left with inconsistent information across companies and are ultimately unable to fully assess their investment decisions.
Investors deserve to know the risks they are exposed to with relation to climate change, political expenditures, and other important factors. We must make this right and take action to bring accountability to public companies.
Some or all of the provisions of this package have been supported by Public Citizen, AFL-CIO, SEIU, California Public Employees' Retirement System, Americans for Financial Reform, Council of Institutional Investors, United Nations Principles for Responsible Investment, Americans for Tax Fairness, North American Securities Administrators Association, FACT Coalition, Oxfam America, Ceres, and Sierra Club, among others.
For years, investors and market participants have been demanding more and better disclosures regarding ESG matters, which research shows can have significant impacts on the short- and long-term values of companies.
For example, a report issued by the BlackRock Investment Institute found that companies that score high on ESG measures are better able to adapt to environmental and societal changes, use resources more efficiently, have more productive employees, and tend to face lower risk of reputational damage and regulatory action.
Matters related to climate risk, the ways companies invest in their workers and further diversity, spend their cash on political expenditures, their global human rights records, their tax avoidance strategies, and how they invest in crucial corporate infrastructure such as cybersecurity are all significant and material factors in companies' short- and long-term viability.
Investors, who are the true owners of our Nation's public companies, recognize the importance of this information to their decisionmaking and have been demanding this information for years.
For example, in 2018, a coalition of public pension funds asset managers and others representing over $5 trillion in assets petitioned the SEC for rulemaking on mandatory ESG disclosures. Over 2,300 investment managers, asset managers, and service providers representing over $80 trillion in assets under management have become signatories to the United Nations Principles for Responsible Investment, which commits to incorporating ESG factors into their investment decisions.
A group of 35 institutional investors representing over $6.6 trillion in assets form the Human Capital Management Coalition has petitioned the SEC to adopt rules to require issuers to disclose information related to their human capital management policies, practices, and performance.
When the SEC solicited comments on political spending disclosures in 2011, it received over one million comments; by far more comments than any other SEC rulemaking petition, and the vast majority of which were overwhelmingly favorable. Yet the SEC's efforts were stymied because the Senate minority leader has personally insisted on statutorily prohibiting the SEC from even studying the issue.
However, we are currently without clear, consistent standards for this information to be disclosed. Investors will continue to be left in the dark. It is time we give investors and markets the information they have been demanding for so long.
And let me be absolutely clear about who we are fighting for. The other side has taken up the issue, as it tends to want to protect these big public corporations from disclosures.
It is for the American workers, the retirees, who worked their whole lives to save for retirement, for the public pension funds investing on behalf of our Nation's teachers and our firefighters, and other frontliners. We are fighting to ensure they have been given the tools they need to protect what they have worked so hard for, to achieve the American Dream.
So I would urge all of my colleagues who are concerned about not only the retail investors, but concerned about the institutional investors who are responsible for these teachers and these firefighters and these others that I have alluded to, and their ability to feel safe and comfortable that decisions are being made that are in the best interest of the people who are invested in them.
So I would ask for an ``aye'' vote on this very, very comprehensive and serious legislation.
Madam Speaker, I yield back the balance of my time.
Madam Speaker, I claim time in opposition to the amendment.
Madam Speaker, I strongly oppose Mr. Burgess' amendment. This amendment is interesting to me because Republicans have, without fail, consistently cited the materiality standard both here on the House floor and in the Financial Services Committee as a basis to oppose very important disclosures.
Republicans have argued over and over again that we do not need to enact any new disclosures because companies are already required to disclose any and all material information. But, with this amendment, it seems their purported commitment to materiality has gone out the window so that they can bring attention to their massive tax cuts for the rich.
In 2018, when the United States Government should have been focused on growing the real economy for American workers, the former President pushed forward the largest tax giveaway to our country's largest corporations and executives in history. This government handout provided corporations and executives with $2 trillion in tax cuts and giveaways, saddling the United States Government with debt.
Make no mistake, these tax cuts did not go primarily to workers, but, instead, they went overwhelmingly to the top 1 percent. The year after the Trump tax cuts were implemented, public companies spent nearly $1 trillion in stock buybacks, rather than investing in research and development, increasing worker wages, or shoring up their bottom lines to make sure they could weather times of crisis.
According to the Center on Budget and Policy Priorities, Trump's tax plan gave the top 400 highest income taxpayers an additional $15 million per year. Compare this to the $2.8 million the average college graduate will earn in their lifetime.
This amendment absolutely and completely ignores the harm done to hardworking Americans and focuses on alleged harm to the large corporations. This amendment suggests our Nation's largest companies should not be paying their fair share, while American workers are forced to pay for Republicans' corporate handouts.
Madam Speaker, I urge my colleagues to reject this amendment, and I reserve the balance of my time.
Madam Speaker, I yield myself the balance of my time.
Mr. Burgess' amendment is a gimmick intended to distract from the important goals of this package. It insinuates that corporations should not be paying their fair share, while hardworking taxpayers foot the bill. So I urge my colleagues to join me in rejecting Mr. Burgess' amendment.
Madam Speaker, I yield back the balance of my time.
Madam Speaker, pursuant to section 4 of House Resolution 473, I offer amendments en bloc.
Madam Speaker, I rise in support of the amendments en bloc, and I yield myself such time as I may consume.
Madam Speaker, I rise in strong support of this en bloc package of Democratic amendments to H.R. 1187, the Corporate Governance Improvement and Investor Protection Act.
These amendments include critical provisions offered by my colleagues, Representative Himes, Representative Axne, Representative Phillips, Representative Wexton, Representative Frankel, and Representative Meeks.
These provisions strengthen H.R. 1187 by requiring public companies to disclose key information related to cybersecurity, corporate board diversity, human rights abuses, human capital management, and the ways companies are investing in and protecting their workforce.
Investors, the true owners of public companies, need this information because of the significant effects they can have on the bottom lines and operations of the companies they are investing their hard-earned money in. Investors need this information to hold companies accountable.
Madam Speaker, I urge my colleagues to support these important measures, and I reserve the balance of my time.
Madam Speaker, I yield 1 minute to the gentlewoman from Iowa (Mrs. Axne).
Madam Speaker, I yield 1 minute to the gentleman from New York (Mr. Meeks).
Madam Speaker, I yield an additional 30 seconds to the gentleman from New York.
Madam Speaker, I yield 1 minute to the gentlewoman from Florida (Ms. Lois Frankel).
Madam Speaker, I yield myself the balance of my time to close.
I urge my colleagues to join me in standing up for our Nation's investors and workers to vote ``yes'' for these Democratic amendments.
I do believe that Mr. Huizenga correctly described who they are working for. He just talked about how big these corporations are and how much they have to manage.
Of course, prior to him, Mr. Burgess talked about, yes, the tax breaks that they receive, and they should receive more tax breaks. However, they are worried about these corporations and their ability to comply, despite the fact they have all of the accountants they need, they have all of the personnel they need, they have all of the management they need. They have everything that they need to be in compliance.
We are simply saying it is time for them to disclose information that the investors have been asking and begging for.
And, of course, they often refer to the retail investors. But the institutional investors must be included in this decision because they are the ones that are in control of the teachers and the firefighters and the workers on the front lines and all of that money that they are investing for them, and they have got to protect them. The way that you protect them is making sure that the investors understand how to make good decisions based on information.
If the big corporations, with all that they have to be able to operate, do not give them this information, do not have this information, do not share this information, they are at a great disadvantage.
And so I would simply ask my colleagues to understand whose side we are on. We are on the side of the retail investors and the institutional investors who are handling all of the money of our frontline workers who are investing for their retirement.
I would ask for a ``yea'' vote on these en bloc amendments.
Madam Speaker, I yield back the balance of my time.
Madam Speaker, on that I demand the yeas and nays.
Mr. Speaker, I claim time in opposition.
Mr. Speaker, I strongly oppose the amendment offered by Mr. Hill. This amendment would gut the entirety of H.R. 1187. Bizarrely, this amendment offered by my colleague has an odd focus on climate change, suggesting that we need more study about the financial risk of climate change. Let me be very clear: climate change is real. We cannot alter the Earth's orbit or the Moon's orbit or click our heels three times and wish for climate change to magically disappear.
In fact, the impacts of climate change are already apparent and are affecting global financial markets. Unfortunately, studies show that market prices currently fail to factor in the risks of climate change to the tune of trillions of dollars.
Mr. Hill's amendment would also allow companies to continue to engage in legally risky tax-avoidance schemes to funnel limitless amounts of corporate dark money into politics and to enrich CEOs while worker wages remain stagnant. This is precisely the information that investors want to know about the companies that they own.
I urge my colleagues to reject this amendment. I reserve the balance of my time.
Mr. Speaker, I yield myself the balance of my time to close.
Mr. Hill's amendment would completely gut H.R. 1187 and would prevent investors from accessing critical environmental, social, and governance information that they need to make the best investment decisions possible and hold the companies they own accountable.
I urge my colleagues to vote ``no'' on Mr. Hill's amendment, and I yield back the balance of my time.
Mr. Speaker, this amendment offered by Representative Schrier requires the SEC to work with the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate to study the issues smaller public companies may face in reporting ESG disclosures, and to make recommendations for the SEC to consider.
Disclosures of ESG-related matters are critical to investors in markets, and it is imperative that public companies provide investors, the true owners of these companies, with this important information. However, it is just as important for us to ensure that public companies of all sizes are able to comply with these disclosure requirements.
To address this, my colleague, Representative Schrier, has introduced an amendment that requires the SEC to work with the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate to study the issues that smaller public companies face in disclosing ESG matters, and to make recommendations for the SEC to tailor these disclosure requirements to assist smaller public companies.
Ms. Schrier's amendment, along with Mr. Vargas' provision in H.R. 1187, will help smaller public companies by ensuring that the SEC is factoring in the unique issues that smaller public companies face while also creating clear, consistent regulatory standards that reduce regulatory uncertainty, all while providing investors and markets with this critical information.
Mr. Speaker, on that I demand the yeas and nays. The SPEAKER pro tempore. Pursuant to section 3(s) of House Resolution 8, the yeas and nays are ordered.
Pursuant to clause 8 of rule XX, further proceedings on this question are postponed.
Amendment No. 10 Offered by Ms. Plaskett.
Mr. Speaker, I understand that my friend and colleague, Ms. Plaskett, has raised some concerns about the treatment of territories in this bill, and I want to assure her that the staff has done everything possible in the bill text to ensure that territories are included in this bill and not treated disparately.
The language in this bill is consistent with regulations promulgated under the Obama administration regarding country-by-country tax reporting, which were carefully written to ensure territories were not excluded.
I want to make clear that nothing in this bill should be intended to suggest that territories are tax havens. In fact, I have worked with my colleague, Mr. San Nicolas, on this bill text. We believe that the enhanced disclosures in this bill, which will include territories, should help encourage investment in the territories and hold corporations accountable for lack of investment in territories.
I want to ensure Ms. Plaskett that I take her concerns seriously, and I intend to work with her to make sure that what she is identifying as perhaps incorrectly being defined as tax havens is an issue that I will deal with.