[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[S. 3361 Introduced in Senate (IS)]
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116th CONGRESS
2d Session
S. 3361
To amend the Securities Exchange Act of 1934 to require issuers to
disclose to the Securities and Exchange Commission information
regarding human capital management policies, practices, and
performance, and for other purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
February 27, 2020
Mr. Warner introduced the following bill; which was read twice and
referred to the Committee on Banking, Housing, and Urban Affairs
_______________________________________________________________________
A BILL
To amend the Securities Exchange Act of 1934 to require issuers to
disclose to the Securities and Exchange Commission information
regarding human capital management policies, practices, and
performance, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Workforce Investment Disclosure Act
of 2020''.
SEC. 2. DISCLOSURES RELATED TO HUMAN CAPITAL MANAGEMENT.
Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m)
is amended by adding at the end the following:
``(s) Disclosures Relating to Human Capital Management.--
``(1) In general.--Each issuer required to file an annual
report under subsection (a) shall disclose in that report
information about human capital management policies, practices,
and performance with respect to the issuer.
``(2) Rules.--Not later than 270 days after the date of
enactment of this subsection, the Commission shall issue final
rules to carry out paragraph (1), which shall require
disclosure of the following with respect to an issuer described
in that paragraph:
``(A) Workforce demographic information, including
the number of full-time employees, the number of part-
time employees, the number of contingent workers
(including temporary and contract workers), and any
policies or practices relating to subcontracting,
outsourcing, and insourcing.
``(B) Workforce stability information, including
information about the voluntary turnover or retention
rate, the involuntary turnover rate, the internal
hiring rate, and the internal promotion rate.
``(C) Workforce composition, including data on
diversity (including racial, ethnic, and gender
composition) and any policies and audits relating to
diversity.
``(D) Workforce skills and capabilities, including
information about training of employees (including the
average number of hours of training and spending on
training per employee per year), skills gaps, and
alignment of skills and capabilities with business
strategy.
``(E) Workforce health and safety, including
information about--
``(i) the frequency, severity, and lost
time due to injuries, illness, and fatalities;
``(ii) the total dollar value of assessed
fines under the Occupational Safety and Health
Act of 1970 (29 U.S.C. 651 et seq.);
``(iii) the total number of actions brought
under section 13 of the Occupational Safety and
Health Act of 1970 (29 U.S.C. 662) to prevent
imminent dangers; and
``(iv) the total number of actions brought
against the issuer under section 11(c) of the
Occupational Safety and Health Act of 1970 (29
U.S.C. 660(c)).
``(F) Workforce compensation and incentives,
including information about--
``(i) total workforce compensation,
including disaggregated information about
compensation for full-time, part-time, and
contingent workers;
``(ii) policies and practices about how
performance, productivity, and sustainability
are considered when setting pay and making
promotion decisions; and
``(iii) policies and practices relating to
any incentives and bonuses provided to
employees below the named executive level and
any policies or practices designed to counter
any risks created by such incentives and
bonuses.
``(G) Workforce recruiting and needs, including the
number of new jobs created, the worker classification
of new jobs, and the new hire retention rate.
``(3) Treatment of emerging growth companies.--The
Commission may exempt emerging growth companies from any
disclosure required under subparagraph (D), (E), (F), or (G) of
paragraph (2), if the Commission determines that such an
exemption is necessary or appropriate in the public interest or
for the protection of investors.''.
SEC. 3. BACKSTOP.
(a) Definitions.--In this section--
(1) the term ``Commission'' means the Securities and
Exchange Commission;
(2) the term ``covered issuer'' means an issuer that is
required to file an annual report under section 13(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a)); and
(3) the term ``issuer'' has the meaning given the term in
section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C.
78c(a)).
(b) Compliance.-- If, as of the date that is 2 years after the date
of enactment of this Act, the Commission has not issued the rules
required under subsection (s)(2) of section 13 of the Securities
Exchange Act of 1934 (15 U.S.C. 78m), as added by section 2 of this
Act, a covered issuer, during the period beginning on that date and
ending on the date on which the Commission issues those rules, shall be
deemed to be in compliance with subsection (s) of such section 13 if
disclosures set forth in the annual report of the covered issuer
satisfy the public disclosure standards of the International
Organization for Standardization's ISO 30414, or any successor
standards for external human capital reporting, as supplemented or
adjusted by rules, guidance, or other comments from the Commission.
SEC. 4. SEC STUDY.
(a) Definitions.--In this section, the terms ``Commission'' and
``issuer'' have the meanings given those terms in section 3(a).
(b) Study.--The Commission shall conduct a study about the value to
investors of--
(1) information about the human rights commitments of
issuers required to file annual reports under section 13(a) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)),
including information about any principles used to evaluate
risk, constituency consultation processes, and supplier due
diligence;
(2) with respect to issuers required to file annual reports
under section 13(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78m(a)), information about--
(A) violations of the Fair Labor Standards Act of
1938 (29 U.S.C. 201 et seq.) by those issuers; and
(B) workforce culture and empowerment, including
information about--
(i) policies and practices of each such
issuer relating to freedom of association and
work-life balance initiatives;
(ii) any incidents of verified workplace
harassment in the previous 5 fiscal years of
each such issuer; and
(iii) the policies and practices of each
such issuer relating to employee engagement and
psychological wellbeing, including management
discussion regarding--
(I) the creation of a culture of
lifelong learning;
(II) fostering a sense of purpose
in the workforce;
(III) trust in management; and
(IV) a supportive, fair, and
constructive workplace;
(3) disaggregating the information required to be disclosed
under subsection (s) of section 13 of the Securities Exchange
Act of 1934 (15 U.S.C. 78m), as added by section 2 of this Act,
based on relevant workforce subgroups, including--
(A) full-time employees;
(B) part-time employees;
(C) contingent workers; and
(D) company management; and
(4) surveys regarding employee satisfaction and engagement.
(c) Report.--Not later than 1 year after the date of enactment of
this Act, the Commission shall submit to Congress a report that
contains the results of the study required to be conducted under
subsection (b).
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