Board Diversity Legislation

Board Diversity Legislation

Even in the private equity sector there has been a demand for women by investors as the performance of more diverse companies has been steadily increasing relative to those with no women on their boards. Similarly, having all-male all-white boards is a common sign of bias within the appointment process signifying a lack of corporate responsibility.

Goldman Sachs CEO David Solomon recently told CNBC that the investment bank would not take companies public unless they had at least one “diverse” board member.

“Starting on July 1 in the U.S. and Europe, we’re not going to take a company public unless there’s at least one diverse board candidate, with a focus on women.”

As the economic and social significance of board diversity becomes more widely recognized, some U.S. state legislatures have taken initiatives to address the rising concerns for demographic variety in the corporate boardroom. Listed below is the run-down of each state that has introduced and/or passed bills regarding diversity.

Laws

California (2018) Senate Bill 826

By the end of 2019, every publicly held domestic or foreign corporation whose principal executive office is in California is required to have a minimum of 1 female director on its board. Further, by the end of 2021, each one with 6+ board seats must have at least 3 women, those with 5 seats must have at least 2 women, and those with 4 or fewer seats must have at least 1 woman.

Illinois (2019) HB3394

Though initially introduced with specific representation requirements for every corporation to have a minimum of 1 female and 1 African-American director on its board, this bill now only requires that all publicly held domestic or foreign corporations whose principal executive offices are in Illinois must annually file public disclosures regarding the racial, ethnic, and gender demographics of their board.

New York (2019) S.4728

This bill is amending the state’s current Business Corporation Law to conduct a “women on corporate boards study” aimed at collecting data about board diversity in companies in the state. Domestic and foreign corporations authorized to conduct business within New York are required to report the number of directors and the number of women on their board on their Biennial Statement Filings. By February 1st 2022 the Department of State will publish these findings and will repeat the process every 4 years.

Maryland (2019)  HB1116 SB0911

This bill outlines annual data reporting requirements for corporate boards that will last through September 30th 2029. Effective October 1st 2019 tax-exempt domestic nonstock corporations with operating budgets exceeding $5M and domestic stock corporations with total sales exceeding $5M will have to include number of women and total members on their annual reports to the State Department of Assessments and Taxation to be reported online on January 1st 2020. Private companies where at least 75% of shareholders are family members are exempt from reporting.

Mandate Proposals 

Mandate proposals are bills that have been introduced within the legislature but have not received any formal action(s) yet.

Michigan (2019) Senate Bill No. 15

If enacted domestic and foreign publicly held companies with principal executive offices in Michigan would have to have at least one female director as of January 1st 2021. Post January 1st 2023 it is require that there be 3 women on a board of 6 directors or more, 2 women on a board of 5, and 1 woman on a board of four or fewer.

New Jersey (2018) A4726

All publicly held domestic or foreign corporations whose principal executive offices are in New Jersey must have a minimum of 1 female director on its board by the end of 2019. By the end of 2021, those with more than five directors must have at least 3 women.

 

Past Resolutions

Past resolutions are written motions that cannot progress into a law, but instead function as signifiers of the legislature’s position on certain issues and encouragements for certain actions to be made.

Massachusetts (2015) Resolution S.1007

By the end of 2018, all publicly held domestic or foreign corporations whose principal executive offices are in Massachusetts with 9+ members should have a minimum of 3 female directors. Boards with fewer than 9 members should have at least 2 female directors.

In addition, the legislature urges these corporations to disclose the gender diversity on their boards and implement policies and practices designed to increase the number of female directors.

Illinois (2015) HR0439

By the end of 2018, all publicly held domestic or foreign corporations whose principal executive offices are in Illinois with 9+ members should have at least 3 female directors. Boards with 8 to 5 members should have a minimum of 2 women and those with 4 or less members should have a at least 1 woman.

Pennsylvania (2017) HR273

By the end of 2020, all publicly held domestic or foreign corporations whose principal executive offices are in Pennsylvania should have boards comprising at least 30% women.

Colorado (2017) House Joint Resolution 17-1017

By the end of 2020, all publicly held domestic or foreign corporations whose principal executive offices are in Colorado with 9+ members should have at least 3 female directors. Boards with 8 to 5 members should have at least 2 women and those with 4 or less members should have at least 1 woman.

 

This article is current as of February 3rd 2020.

 

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