Bill Text: CA AB1840 | 2021-2022 | Regular Session | Amended
Bill Title: Corporations: boards of directors: underrepresented communities.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2022-05-19 - In committee: Held under submission. [AB1840 Detail]
Download: California-2021-AB1840-Amended.html
|
Amended
IN
Assembly
March 24, 2022 |
CALIFORNIA LEGISLATURE—
2021–2022 REGULAR SESSION
Assembly Bill
No. 1840
| Introduced by Assembly Member Nazarian |
February 07, 2022 |
An act to amend Section 11051 of the Penal 301.4 of the Corporations Code, relating to crimes. corporations.
LEGISLATIVE COUNSEL'S DIGEST
AB 1840, as amended, Nazarian.
Crimes: Department of Justice. Corporations: boards of directors: underrepresented communities.
Existing law requires a publicly held domestic or foreign corporation whose principal executive office is located in California to have a minimum number of directors from underrepresented communities, as specified. Existing law requires the Secretary of State to report, among other things, the number of corporations that are in compliance with those provisions, and authorizes the secretary to impose fines for violations of those provisions, as specified. Existing law defines “director from an underrepresented community” for purposes of those provisions to mean an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.
This bill would revise this definition to include an individual who self-identifies as Armenian, Assyrian, Greek, Jewish, Muslim, or Sikh, or who is an individual with a disability.
Existing law requires the Department of Justice to perform duties in the investigation, detection, apprehension, prosecution, or suppression of crimes as may be assigned by the Attorney General in the performance of their duties.
This bill would make technical, nonsubstantive changes to those provisions.
Digest Key
Vote: MAJORITY Appropriation: NO Fiscal Committee:Bill Text
The people of the State of California do enact as follows:
SECTION 1.
This act shall be known as the Diversity and Inclusion Act.SEC. 2.
Section 301.4 of the Corporations Code is amended to read:301.4.
(a) No later than the close of the 2021 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in California shall have a minimum of one director from an underrepresented community on its board. A corporation may increase the number of directors on its board to comply with this section.(b) No later than the close of the 2022 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in California shall comply with the following:
(1) If its number of directors is nine or more, the corporation shall have
a minimum of three directors from underrepresented communities.
(2) If its number of directors is more than four but fewer than nine, the corporation shall have a minimum of two directors from underrepresented communities.
(3) If its number of directors is four or fewer, the corporation shall have a minimum of one director from an underrepresented community.
(c) No later than March 1, 2022, and annually thereafter, the Secretary of State shall include in its report required by subdivision (d) of Section 301.3, at a minimum, all of the following:
(1) The number of corporations subject to this section that were in compliance with the requirements of this section during at least one point during the preceding calendar year.
(2) The number of publicly held corporations that moved their United States headquarters to California from another state or out of California into another state during the preceding calendar year.
(3) The number of publicly held corporations that were subject to this section during the preceding year, but are no longer publicly traded.
(d) (1) The Secretary of State may adopt regulations to implement this section. The Secretary of State may impose fines for violations of this section as follows:
(A) For failure to timely file board member information with the Secretary of State pursuant to a regulation adopted pursuant to this paragraph, the amount of one hundred thousand dollars ($100,000).
(B) For a first violation, as described in paragraph (2), the amount of one hundred thousand dollars ($100,000).
(C) For a second or subsequent violation, as described in paragraph (2), the amount of three hundred thousand dollars ($300,000).
(2) For the purposes of this subdivision, both of the following apply:
(A) Each director seat required by this section to be held by a director from an underrepresented community, which is not held by a director from an underrepresented community during at least a portion of a calendar year, shall count as a violation.
(B) A director from an underrepresented community having held a seat for at least a portion of the year shall not be a violation.
(3) Fines collected pursuant to this section shall be available, upon appropriation by the Legislature, for use by the Secretary of State to offset the cost of administering this section.
(e) For purposes of this section, the following definitions apply:
(1) “Director from an underrepresented community” means an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as Armenian, Assyrian, Greek, Jewish, Muslim, Sikh, gay, lesbian, bisexual, or transgender.
transgender, or who is an individual with a disability.
(2) “Publicly held corporation” means a corporation with outstanding shares listed on a major United States stock exchange.
The Department of Justice shall perform duties in the investigation, detection, apprehension, prosecution, or suppression of crimes as may be assigned by the Attorney General in the performance of their duties under Section 13
of Article V
of the California Constitution.
