Full Text of HB0989 102nd General Assembly
HB0989ham001 102ND GENERAL ASSEMBLY | 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 | 3 | | everything after the enacting clause with the following:
| 4 | | "Section 5. The Business Corporation Act of 1983 is | 5 | | amended 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, |
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| 1 | | improve opportunities for women, minorities, and LGBTQ people | 2 | | in the workplace, and foster an environment in Illinois where | 3 | | the business community is representative of our residents. | 4 | | Therefore, it is the intent of the General Assembly to gather | 5 | | more data and study this issue within the State so that | 6 | | effective policy changes may be implemented to eliminate this | 7 | | disparity. | 8 | | (b) As used in this Section: | 9 | | "Annual report" means the report submitted annually to the | 10 | | Secretary of State pursuant to this Act. | 11 | | "Female" means a person who is a citizen or
lawful | 12 | | permanent resident of the United States and who | 13 | | self-identifies as a woman, without regard to the individual's | 14 | | designated sex at birth. | 15 | | "Minority person" means a person who is a
citizen or | 16 | | lawful permanent resident of the United States and who is any | 17 | | of 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 | 15 | | practical after August 27, 2019 ( the effective date of Public | 16 | | Act 101-589) this amendatory Act of the 101st General | 17 | | Assembly , but no later than January 1, 2021, the following | 18 | | information shall be provided in a corporation's annual report | 19 | | submitted to the Secretary of State under this Act and made | 20 | | available by the Secretary of State to the public online as it | 21 | | is 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 | 15 | | updated in each annual report filed with the Secretary of | 16 | | State thereafter. | 17 | | (c-5) Penalties for failure to comply with reporting | 18 | | requirements. The Secretary of State shall impose fines for | 19 | | failure to comply with the timely submission of the report as | 20 | | required 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 | 4 | | available, upon appropriation by the General Assembly, for use | 5 | | to offset the cost of implementing this Section and for the | 6 | | training and placement of female and minority candidates to | 7 | | corporate boards. | 8 | | (d) Beginning no later than March 1, 2021, and every March | 9 | | 1 thereafter, the University of Illinois Systems shall review | 10 | | the information reported and published under subsection (c) | 11 | | and shall publish on its website a report that provides | 12 | | aggregate data on the demographic characteristics of the | 13 | | boards of directors and executive officers of corporations | 14 | | filing an annual report for the preceding year along with an | 15 | | individualized rating for each corporation. The report shall | 16 | | also identify strategies for promoting diversity and inclusion | 17 | | among boards of directors and corporate executive officers. | 18 | | (e) The University of Illinois System shall establish a | 19 | | rating system assessing the representation of women, | 20 | | minorities, and LGBTQ people on corporate boards of directors | 21 | | of those corporations that are publicly held domestic or | 22 | | foreign corporations with their principal executive office | 23 | | located in Illinois based on the information gathered under | 24 | | this Section. The rating system shall consider, among other | 25 | | things: compliance with the demographic reporting obligations | 26 | | in subsection (c); the corporation's policies and practices |
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| 1 | | for encouraging diversity in recruitment, board membership, | 2 | | and executive appointments; and the demographic diversity of | 3 | | board seats and executive positions.
| 4 | | (Source: P.A. 101-589, eff. 8-27-19; 102-223, eff. 1-1-22; | 5 | | revised 11-24-21.)
| 6 | | Section 99. Effective date. This Act takes effect January | 7 | | 1, 2023.".
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