Reps. Maloney and Beyer Press New SEC Chairman to Act on Boardroom Diversity

May 30, 2017
Press Release

WASHINGTON—Representatives Carolyn B. Maloney (NY-12) and Donald S. Beyer, Jr. (VA-08) today sent a letter to newly-confirmed Securities and Exchange Commission (SEC) Chair Jay Clayton urging him to take action on women’s under-representation on America’s corporate boards.

“For years, studies have demonstrated that companies benefit from diverse leadership, yet women still lag behind in board representation,” said Rep. Maloney. “Former Chair Mary Jo White started an important review during her tenure leading the SEC and I hope that our new chair, Jay Clayton, will follow through. As we make clear in our letter, if we do not act, it will take 40 years or more for women to achieve parity in the boardroom. We know that companies with diverse leadership perform better, so encouraging gender parity is a win-win for the women getting the seats at the tables they deserve and for the companies they help to grow.”

“Companies sell themselves, their investors, and the American economy short when they leave women off their corporate boards,” said Rep. Don Beyer. “The SEC has the opportunity and ability to enforce the transparency that is critical to securing gender balanced corporate leadership. Boardrooms with gender parity lead stronger, healthier companies, return more to their shareholders, and help our economy grow.”

Maloney and Beyer’s letter highlighted Rep. Maloney’s legislation, the Gender Diversity in Corporate Leadership Act (H.R. 1611), which would require publicly-traded companies to disclose the gender composition of their board. The members also urged the SEC to approve a petition by leading public pension investors to require clear disclosure of board members’ gender, race, and ethnicity.

In February, the SEC Advisory Committee on Small and Emerging Companies recommended the Commission update its diversity disclosure to include “the extent to which their boards are diverse.” This recommendation mirrors the approach outlined H.R.1611.

Full text of the letter below and a PDF can be found here.

Dear Chairman Clayton:

Congratulations on your confirmation as Chair of the Securities and Exchange Commission.

As you prepare your transition, we hope you will carefully consider outgoing Chair White’s review of the SEC’s proxy statement disclosure rules regarding the diversity of board nominees.

For years, studies have demonstrated that companies benefit from diverse leadership, yet women still lag behind in board representation. In 2015, women made up only 26.9 percent of new directors at S&P 500 companies, and a GAO report Rep. Maloney requested found that it would take 40 years or more for women to achieve parity in the boardroom.

As you know, the SEC adopted an enhanced proxy statement disclosure for board diversity in 2009. However, the information gleaned from these disclosures has proven inadequate for investors concerned about gender and ethnic diversity. Indeed, researchers have found that among the S&P 100 only about half of these disclosures referenced gender. In fact, most of these companies—the largest and most well-resourced in our country—disclosed that they lack a formal diversity policy for their board.

In Congress, we have introduced bipartisan legislation to urge the SEC to clarify this disclosure, to ensure that investors have useful information about the gender of board nominees. This effort has gained support from leading investors like CalPERS, as well as the U.S. Chamber of Commerce.

In addition, in 2015 nine leading public fund fiduciaries wrote the Commission to express their dissatisfaction with the current diversity disclosure, and to propose an amendment to require clear indication of each nominee’s gender, race, and ethnicity. We support this proposal and urge you to act to make the diversity disclosure clearer for issuers and more useful to investors and researchers.

We look forward to working with you on this and other issues, and please do not hesitate contact me with any questions or concerns as you begin your tenure.


Carolyn B. Maloney                                        

Donald S. Beyer, Jr.