text: SECTION 1. SHORT TITLE.
  
      This Act may be cited as the ``Improving Corporate Governance 
  Through Diversity Act of 2017''.
  
  SEC. 2. SUBMISSION OF DATA RELATING TO DIVERSITY BY CERTAIN 
                CONTRACTORS.
  
      (a) In General.--Chapter 47 of subtitle I of title 41, United 
  States Code, is amended by adding at the end the following new section:
  ``Sec. 4713. Submission of data relating to diversity by certain 
                contractors.
      ``(a) Submission of Data.--In the case of the award of a contract 
  in an amount of $5,000,000 or more to a covered contractor, the head of 
  an executive agency shall require the contractor to submit, not later 
  than 60 days after the award of the contract, the following:
              ``(1) Data on the racial, ethnic, and gender composition of 
          the board of directors and the C-level executives of the 
          covered contractor.
              ``(2) Data on the affiliation of any member of the board of 
          directors or any C-level executive to a historically 
          underrepresented group, including veterans of the Armed Forces 
          and individuals with disabilities.
              ``(3) Any plan or strategy that exists on the date of the 
          submission of data under this subsection to improve the 
          diversity of the board of directors or the C-level executives 
          of the covered contractor.
      ``(b) Reports.--
              ``(1) Quarterly report to general services 
          administration.--After the end of a calendar quarter, each 
          executive agency shall submit to the Administrator of General 
          Services a report that includes the data submitted by 
          contractors under subsection (a) during the quarter covered.
              ``(2) Annual report to congress and offices of minority and 
          women inclusion.--
                      ``(A) In general.--Not later than February 14 of 
                  each calendar year, the Administrator of General 
                  Services shall submit to Congress and each Office of 
                  Minority and Women Inclusion established under section 
                  342 of the Dodd-Frank Wall Street Reform and Consumer 
                  Protection Act (12 U.S.C. 5452) an annual report that--
                              ``(i) includes the data submitted to the 
                          Administrator under paragraph (1) during the 
                          preceding calendar year and the data submitted 
                          under section 13(s) of the Securities Exchange 
                          Act of 1934;
                              ``(ii) uses the data described in clause 
                          (i), as well as information from other reliable 
                          sources, to analyze the diversity of the board 
                          of directors and the C-level executives of each 
                          entity submitting data in comparison to the 
                          industry peers of such entity, including any 
                          trends and progress related to such diversity; 
                          and
                              ``(iii) based on the analysis conducted 
                          under clause (ii), lists each entity submitting 
                          data that is significantly lagging behind the 
                          industry peers of such entity with respect to 
                          the diversity of the board of directors and the 
                          C-level executives.
                      ``(B) Public availability.--The Administrator of 
                  General Services shall make publicly available each 
                  annual report submitted under subparagraph (A).
      ``(c) Public Comment.--After the end of the four-year period 
  beginning on the date of the enactment of this section, and every four 
  years thereafter, the Administrator of General Services shall review 
  the implementation of the requirements of this section and provide an 
  opportunity for public comment on such review.
      ``(d) Definitions.--In this section:
              ``(1) Covered contractor.--The term `covered contractor' 
          means a for-profit business with annual gross receipts in 
          excess of $1,000,000,000 during the year preceding the 
          submission of a bid or proposal for a contract described in 
          subsection (a).
              ``(2) C-level executive.--The term `C-level executive' 
          means the most senior executive officer, information officer, 
          technology officer, financial officer, compliance officer, or 
          security officer of a covered contractor.''.
      (b) Clerical Amendment.--The table of sections at the beginning of 
  chapter 47 of such title is amended by inserting after the item 
  relating to section 4712 the following new item:
  
  ``4713. Submission of data relating to diversity by certain 
                              contractors.''.
  
  SEC. 3. SUBMISSION OF DATA RELATING TO DIVERSITY BY ISSUERS.
  
      (a) In General.--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) Submission of data.--Each issuer required to file an 
          annual report under subsection (a) shall disclose in that 
          report, the following:
                      ``(A) Data on the racial, ethnic, and gender 
                  composition of the board of directors and the C-level 
                  executives of the issuer.
                      ``(B) Data on the affiliation of any member of the 
                  board of directors or any C-level executive of the 
                  issuer to a historically underrepresented group, 
                  including veterans of the Armed Forces and individuals 
                  with disabilities.
                      ``(C) Any plan or strategy that exists on the date 
                  of the submission of data under this paragraph to 
                  improve the diversity of the board of directors or the 
                  C-level executives of the issuer.
              ``(2) C-level executive defined.--In this subsection, the 
          term `C-level executive' means the most senior executive 
          officer, information officer, technology officer, financial 
          officer, compliance officer, or security officer of an 
          issuer.''.
      (b) Corporate Governance Regulations.--Not later than 90 days after 
  the date of the enactment of this Act, the Securities and Exchange 
  Commission shall revise paragraph (v) of section 229.407(c)(2) of title 
  17, Code of Federal Regulations, to require that when the description 
  described in such paragraph is presented in a proxy or information 
  statement relating to the election of directors, the qualities and 
  skills described in such paragraph, along with the nominee's gender, 
  race, ethnicity, and affiliation with a historically underrepresented 
  group should be presented in a chart or matrix form.
target: Improving Corporate Governance Through Diversity Act of 2017 This bill directs executive agencies to require any covered contractor (a for-profit business with gross receipts exceeding $1 billion for the previous year) awarded a contract of $5 million or more to submit, within 60 days:  data on the racial, ethnic, and gender composition of such contractor's board of directors and senior executives; data on the affiliation of any such board member or executive to a historically underrepresented group, including veterans and individuals with disabilities; and  any plan or strategy to improve the diversity of such board members or executives.  Each agency shall submit quarterly reports on such data to the General Services Administration, which shall report to Congress annually on the diversity of such contractor boards and executives. The Securities Exchange Act of 1934 is amended to require each issuer of a registered security to disclose such data, plan, and strategy in its required annual report.  The Securities and Exchange Commission must revise corporate governance regulations to require that when the description is presented in a proxy or information statement relating to the election of directors, the nominee's qualities and skills, along with the nominee's gender, race, ethnicity, and affiliation with a historically underrepresented group, are presented in a chart or matrix form.
feat_title: Improving Corporate Governance Through Diversity Act of 2017