Rep. Eva Dina Delgado

Filed: 3/16/2022

 

 


 

 


 
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1
AMENDMENT TO HOUSE BILL 989

2    AMENDMENT NO. ______. Amend House Bill 989 by replacing
3everything after the enacting clause with the following:
 
4    "Section 5. The Business Corporation Act of 1983 is
5amended 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
9women, minorities, and LGBTQ people are still largely
10underrepresented nationally in positions of corporate
11authority, such as serving as a director on a corporation's
12board of directors. This low representation could be
13contributing to the disparity seen in wages made by females
14and minorities versus their white male counterparts. Increased
15representation of these individuals as directors on boards of
16directors for corporations may boost the Illinois economy,

 

 

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1improve opportunities for women, minorities, and LGBTQ people
2in the workplace, and foster an environment in Illinois where
3the business community is representative of our residents.
4Therefore, it is the intent of the General Assembly to gather
5more data and study this issue within the State so that
6effective policy changes may be implemented to eliminate this
7disparity.
8    (b) As used in this Section:
9    "Annual report" means the report submitted annually to the
10Secretary of State pursuant to this Act.
11    "Female" means a person who is a citizen or lawful
12permanent resident of the United States and who
13self-identifies as a woman, without regard to the individual's
14designated sex at birth.
15    "Minority person" means a person who is a citizen or
16lawful permanent resident of the United States and who is any
17of the following races or ethnicities:
18        (1) American Indian or Alaska Native (a person having
19    origins in any of the original peoples of North and South
20    America, including Central America, and who maintains
21    tribal affiliation or community attachment).
22        (2) Asian (a person having origins in any of the
23    original peoples of the Far East, Southeast Asia, or the
24    Indian subcontinent, including, but not limited to,
25    Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
26    the Philippine Islands, Thailand, and Vietnam).

 

 

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1        (3) Black or African American (a person having origins
2    in any of the black racial groups of Africa). Terms such as
3    "Haitian" or "Negro" can be used in addition to "Black" or
4    "African American".
5        (4) Hispanic or Latino (a person of Cuban, Mexican,
6    Puerto Rican, South or Central American, or other Spanish
7    culture or origin, regardless of race).
8        (5) Native Hawaiian or Other Pacific Islander (a
9    person having origins in any of the original peoples of
10    Hawaii, Guam, Samoa, or other Pacific Islands).
11        (6) "Publicly held domestic or foreign corporation"
12    means a corporation with outstanding shares listed on a
13    major United States stock exchange.
14    (c) Reporting to the Secretary of State. As soon as
15practical after August 27, 2019 (the effective date of Public
16Act 101-589) this amendatory Act of the 101st General
17Assembly, but no later than January 1, 2021, the following
18information shall be provided in a corporation's annual report
19submitted to the Secretary of State under this Act and made
20available by the Secretary of State to the public online as it
21is received:
22        (1) Whether the corporation is a publicly held
23    domestic or foreign corporation with its principal
24    executive office located in Illinois.
25        (2) Where the corporation is a publicly held domestic
26    or foreign corporation with its principal executive office

 

 

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1    located in Illinois, data on specific qualifications,
2    skills, and experience that the corporation considers for
3    its board of directors, nominees for the board of
4    directors, and executive officers.
5        (3) Where the corporation is a publicly held domestic
6    or foreign corporation with its principal executive office
7    located in Illinois, the self-identified gender of each
8    member of its board of directors.
9        (4) Where the corporation is a publicly held domestic
10    or foreign corporation with its principal executive office
11    located in Illinois, whether each member of its board of
12    directors self-identifies as a minority person and, if so,
13    which race or ethnicity to which the member belongs.
14        (5) Where the corporation is a publicly held domestic
15    or foreign corporation with its principal executive office
16    located in Illinois, the self-identified sexual
17    orientation of each member of its board of directors.
18        (6) Where the corporation is a publicly held domestic
19    or foreign corporation with its principal executive office
20    located in Illinois, the self-identified gender identity
21    of each member of its board of directors.
22        (7) 7 Where the corporation is a publicly held
23    domestic or foreign corporation with its principal
24    executive office located in Illinois, a description of the
25    corporation's process for identifying and evaluating
26    nominees for the board of directors, including whether

 

 

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1    and, if so, how demographic diversity is considered.
2        (8) 8 Where the corporation is a publicly held
3    domestic or foreign corporation with its principal
4    executive office located in Illinois, a description of the
5    corporation's process for identifying and appointing
6    executive officers, including whether and, if so, how
7    demographic diversity is considered.
8        (9) 9 Where the corporation is a publicly held
9    domestic or foreign corporation with its principal
10    executive office located in Illinois, a description of the
11    corporation's policies and practices for promoting
12    diversity, equity, and inclusion among its board of
13    directors and executive officers.
14    Information reported under this subsection shall be
15updated in each annual report filed with the Secretary of
16State thereafter.
17    (c-5) Penalties for failure to comply with reporting
18requirements. The Secretary of State shall impose fines for
19failure to comply with the timely submission of the report as
20required by subsection (c) as follows:
21        (1) For a first time failure to timely file the report
22    as required by subsection (c), the corporation shall be
23    fined $100,000.
24        (2) For a second or subsequent failure to timely file
25    the report as required by subsection (c), the corporation
26    shall be fined an initial amount of $200,000, with

 

 

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1    additional late filing fees in the amount of $50,000
2    accruing monthly until the report is filed.
3    Fines and fees collected under this subsection shall be
4available, upon appropriation by the General Assembly, for use
5to offset the cost of implementing this Section and for the
6training and placement of female and minority candidates to
7corporate boards.
8    (d) Beginning no later than March 1, 2021, and every March
91 thereafter, the University of Illinois Systems shall review
10the information reported and published under subsection (c)
11and shall publish on its website a report that provides
12aggregate data on the demographic characteristics of the
13boards of directors and executive officers of corporations
14filing an annual report for the preceding year along with an
15individualized rating for each corporation. The report shall
16also identify strategies for promoting diversity and inclusion
17among boards of directors and corporate executive officers.
18    (e) The University of Illinois System shall establish a
19rating system assessing the representation of women,
20minorities, and LGBTQ people on corporate boards of directors
21of those corporations that are publicly held domestic or
22foreign corporations with their principal executive office
23located in Illinois based on the information gathered under
24this Section. The rating system shall consider, among other
25things: compliance with the demographic reporting obligations
26in subsection (c); the corporation's policies and practices

 

 

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1for encouraging diversity in recruitment, board membership,
2and executive appointments; and the demographic diversity of
3board seats and executive positions.
4(Source: P.A. 101-589, eff. 8-27-19; 102-223, eff. 1-1-22;
5revised 11-24-21.)
 
6    Section 99. Effective date. This Act takes effect January
71, 2023.".