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.

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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).

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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.

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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

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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

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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.)