HB3720 EngrossedLRB103 29497 DTM 55892 b HB3720 Engrossed LRB103 29497 DTM 55892 b
HB3720 Engrossed LRB103 29497 DTM 55892 b
1 AN ACT concerning State government.
2 Be it enacted by the People of the State of Illinois,
3 represented in the General Assembly:
4 Section 5. The Business Corporation Act of 1983 is amended
5 by changing Section 8.12 as follows:
6 (805 ILCS 5/8.12)
7 Sec. 8.12. Female, minority, and LGBTQ directors.
8 (a) Findings and purpose. The General Assembly finds that
9 women, minorities, and LGBTQ people are still largely
10 underrepresented nationally in positions of corporate
11 authority, such as serving as a director on a corporation's
12 board of directors. This low representation could be
13 contributing to the disparity seen in wages made by females
14 and minorities versus their white male counterparts. Increased
15 representation of these individuals as directors on boards of
16 directors for corporations may boost the Illinois economy,
17 improve opportunities for women, minorities, and LGBTQ people
18 in the workplace, and foster an environment in Illinois where
19 the business community is representative of our residents.
20 Therefore, it is the intent of the General Assembly to gather
21 more data and study this issue within the State so that
22 effective policy changes may be implemented to eliminate this
23 disparity.
HB3720 Engrossed LRB103 29497 DTM 55892 b
HB3720 Engrossed- 2 -LRB103 29497 DTM 55892 b HB3720 Engrossed - 2 - LRB103 29497 DTM 55892 b
HB3720 Engrossed - 2 - LRB103 29497 DTM 55892 b
1 (b) As used in this Section:
2 "Annual report" means the report submitted annually to the
3 Secretary of State pursuant to this Act.
4 "Female" means a person who is a citizen or lawful
5 permanent resident of the United States and who
6 self-identifies as a woman, without regard to the individual's
7 designated sex at birth.
8 "Minority person" means a person who is a citizen or
9 lawful permanent resident of the United States and who is any
10 of the following races or ethnicities:
11 (1) American Indian or Alaska Native (a person having
12 origins in any of the original peoples of North and South
13 America, including Central America, and who maintains
14 tribal affiliation or community attachment).
15 (2) Asian (a person having origins in any of the
16 original peoples of the Far East, Southeast Asia, or the
17 Indian subcontinent, including, but not limited to,
18 Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
19 the Philippine Islands, Thailand, and Vietnam).
20 (3) Black or African American (a person having origins
21 in any of the black racial groups of Africa). Terms such as
22 "Haitian" or "Negro" can be used in addition to "Black" or
23 "African American".
24 (4) Hispanic or Latino (a person of Cuban, Mexican,
25 Puerto Rican, South or Central American, or other Spanish
26 culture or origin, regardless of race).
HB3720 Engrossed - 2 - LRB103 29497 DTM 55892 b
HB3720 Engrossed- 3 -LRB103 29497 DTM 55892 b HB3720 Engrossed - 3 - LRB103 29497 DTM 55892 b
HB3720 Engrossed - 3 - LRB103 29497 DTM 55892 b
1 (5) Native Hawaiian or Other Pacific Islander (a
2 person having origins in any of the original peoples of
3 Hawaii, Guam, Samoa, or other Pacific Islands).
4 (6) "Publicly held domestic or foreign corporation"
5 means a corporation with outstanding shares listed on a
6 major United States stock exchange.
7 (c) Reporting to the Secretary of State. As soon as
8 practical after August 27, 2019 (the effective date of Public
9 Act 101-589), but no later than January 1, 2021, the following
10 information shall be provided in a corporation's annual report
11 submitted to the Secretary of State under this Act and made
12 available by the Secretary of State to the public online as it
13 is received:
14 (1) Whether the corporation is a publicly held
15 domestic or foreign corporation with its principal
16 executive office located in Illinois.
17 (2) Where the corporation is a publicly held domestic
18 or foreign corporation with its principal executive office
19 located in Illinois, data on specific qualifications,
20 skills, and experience that the corporation considers for
21 its board of directors, nominees for the board of
22 directors, and executive officers.
23 (3) Where the corporation is a publicly held domestic
24 or foreign corporation with its principal executive office
25 located in Illinois, the self-identified gender of each
26 member of its board of directors.
HB3720 Engrossed - 3 - LRB103 29497 DTM 55892 b
HB3720 Engrossed- 4 -LRB103 29497 DTM 55892 b HB3720 Engrossed - 4 - LRB103 29497 DTM 55892 b
HB3720 Engrossed - 4 - LRB103 29497 DTM 55892 b
1 (4) Where the corporation is a publicly held domestic
2 or foreign corporation with its principal executive office
3 located in Illinois, whether each member of its board of
4 directors self-identifies as a minority person and, if so,
5 which race or ethnicity to which the member belongs.
6 (5) Where the corporation is a publicly held domestic
7 or foreign corporation with its principal executive office
8 located in Illinois, the self-identified sexual
9 orientation of each member of its board of directors.
10 (6) Where the corporation is a publicly held domestic
11 or foreign corporation with its principal executive office
12 located in Illinois, the self-identified gender identity
13 of each member of its board of directors.
14 (7) Where the corporation is a publicly held domestic
15 or foreign corporation with its principal executive office
16 located in Illinois, a description of the corporation's
17 process for identifying and evaluating nominees for the
18 board of directors, including whether and, if so, how
19 demographic diversity is considered.
20 (8) Where the corporation is a publicly held domestic
21 or foreign corporation with its principal executive office
22 located in Illinois, a description of the corporation's
23 process for identifying and appointing executive officers,
24 including whether and, if so, how demographic diversity is
25 considered.
26 (9) Where the corporation is a publicly held domestic
HB3720 Engrossed - 4 - LRB103 29497 DTM 55892 b
HB3720 Engrossed- 5 -LRB103 29497 DTM 55892 b HB3720 Engrossed - 5 - LRB103 29497 DTM 55892 b
HB3720 Engrossed - 5 - LRB103 29497 DTM 55892 b
1 or foreign corporation with its principal executive office
2 located in Illinois, a description of the corporation's
3 policies and practices for promoting diversity, equity,
4 and inclusion among its board of directors and executive
5 officers.
6 (10) Where the corporation is a publicly held domestic
7 or foreign corporation with its principal executive office
8 located in Illinois, the percentage of minority supplier
9 procurements from business enterprises owned by minority
10 persons, women, or persons with disabilities as those
11 terms are defined in Section 2 of the Business Enterprise
12 for Minorities, Women, and Persons with Disabilities Act.
13 Information reported under this subsection shall be
14 updated in each annual report filed with the Secretary of
15 State thereafter. The Secretary of State shall establish a
16 publicly accessible and searchable database of the information
17 in each annual report.
18 (d) Beginning no later than March 1, 2021, and every March
19 1 thereafter, the University of Illinois Systems shall review
20 the information reported and published under subsection (c)
21 and shall publish on its website a report that provides
22 aggregate data on the demographic characteristics of the
23 boards of directors and executive officers of corporations
24 filing an annual report for the preceding year along with an
25 individualized rating for each corporation. The report shall
26 also identify strategies for promoting diversity and inclusion
HB3720 Engrossed - 5 - LRB103 29497 DTM 55892 b
HB3720 Engrossed- 6 -LRB103 29497 DTM 55892 b HB3720 Engrossed - 6 - LRB103 29497 DTM 55892 b
HB3720 Engrossed - 6 - LRB103 29497 DTM 55892 b
1 among boards of directors and corporate executive officers.
2 (e) The University of Illinois System shall establish a
3 rating system assessing the representation of women,
4 minorities, and LGBTQ people on corporate boards of directors
5 of those corporations that are publicly held domestic or
6 foreign corporations with their principal executive office
7 located in Illinois based on the information gathered under
8 this Section. The rating system shall consider, among other
9 things: compliance with the demographic reporting obligations
10 in subsection (c); the corporation's policies and practices
11 for encouraging diversity in recruitment, board membership,
12 and executive appointments; and the demographic diversity of
13 board seats and executive positions.
14 (Source: P.A. 101-589, eff. 8-27-19; 102-223, eff. 1-1-22;
15 102-813, eff. 5-13-22.)
HB3720 Engrossed - 6 - LRB103 29497 DTM 55892 b