(a)
Definitions— In this section—
(1)
the term Advisory Group means the Diversity Advisory Group established under subsection (b);
(2)
the term Commission means the Securities and Exchange Commission; and
(3)
the term issuer has the meaning given the term in section 3 of the Securities Exchange Act of 1934 (
15 U.S.C. 78c).
(b)
Diversity Advisory Group—
(1)
Establishment— The Commission shall establish a Diversity Advisory Group, which shall be composed of representatives from the Federal Government, academia, and the private sector.
(2)
Study and recommendations— The Advisory Group shall—
(A)
carry out a study on strategies to increase gender, racial, and ethnic diversity among the members of the board of directors of issuers; and
(B)
not later than 9 months after the establishment of the Advisory Group, issue a report to the Commission, the Committee on Banking, Housing, and Urban Affairs of the Senate, and the Committee on Financial Services of the House of Representatives containing the findings and determinations made in carrying out the study under subparagraph (A), along with recommendations to increase gender, racial, and ethnic diversity among the members of the board of directors of issuers.
(3)
Annual report— Not later than 1 year after the date on which the Advisory Group issues the report under paragraph (2)(B), and annually thereafter, the Commission shall issue a report to the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives on the status of gender, racial, and ethnic diversity among the members of the board of directors of issuers.
(4)
Public availability of reports— The Commission shall make all reports of the Advisory Group available to issuers and the public, including on the website of the Commission.
(c)
Disclosures— The Securities Exchange Act of 1934 (
15 U.S.C. 78a et seq.) is amended by inserting after section 14B the following:
“14C. Diversity disclosures
“The Commission shall, by rule, require each issuer to disclose, in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer, the gender, racial, and ethnic composition of the board of directors of the issuer and nominees for the board of directors.”