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Public Act 102-0223


 

Public Act 0223 102ND GENERAL ASSEMBLY

  
  
  

 


 
Public Act 102-0223
 
SB1730 EnrolledLRB102 14302 JLS 19654 b

    AN ACT concerning business.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Business Corporation Act of 1983 is amended
by changing Section 8.12 as follows:
 
    (805 ILCS 5/8.12)
    Sec. 8.12. Female, and minority, and LGBTQ directors.
    (a) Findings and purpose. The General Assembly finds that
women, and minorities, and LGBTQ people are still largely
underrepresented nationally in positions of corporate
authority, such as serving as a director on a corporation's
board of directors. This low representation could be
contributing to the disparity seen in wages made by females
and minorities versus their white male counterparts. Increased
representation of these individuals as directors on boards of
directors for corporations may boost the Illinois economy,
improve opportunities for women, and minorities, and LGBTQ
people in the workplace, and foster an environment in Illinois
where the business community is representative of our
residents. Therefore, it is the intent of the General Assembly
to gather more data and study this issue within the State so
that effective policy changes may be implemented to eliminate
this disparity.
    (b) As used in this Section:
    "Annual report" means the report submitted annually to the
Secretary of State pursuant to this Act.
    "Female" means a person who is a citizen or lawful
permanent resident of the United States and who
self-identifies as a woman, without regard to the individual's
designated sex at birth.
    "Minority person" means a person who is a citizen or
lawful permanent resident of the United States and who is any
of the following races or ethnicities:
        (1) American Indian or Alaska Native (a person having
    origins in any of the original peoples of North and South
    America, including Central America, and who maintains
    tribal affiliation or community attachment).
        (2) Asian (a person having origins in any of the
    original peoples of the Far East, Southeast Asia, or the
    Indian subcontinent, including, but not limited to,
    Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
    the Philippine Islands, Thailand, and Vietnam).
        (3) Black or African American (a person having origins
    in any of the black racial groups of Africa). Terms such as
    "Haitian" or "Negro" can be used in addition to "Black" or
    "African American".
        (4) Hispanic or Latino (a person of Cuban, Mexican,
    Puerto Rican, South or Central American, or other Spanish
    culture or origin, regardless of race).
        (5) Native Hawaiian or Other Pacific Islander (a
    person having origins in any of the original peoples of
    Hawaii, Guam, Samoa, or other Pacific Islands).
        (6) "Publicly held domestic or foreign corporation"
    means a corporation with outstanding shares listed on a
    major United States stock exchange.
    (c) Reporting to the Secretary of State. As soon as
practical after the effective date of this amendatory Act of
the 101st General Assembly, but no later than January 1, 2021,
the following information shall be provided in a corporation's
annual report submitted to the Secretary of State under this
Act and made available by the Secretary of State to the public
online as it is received:
        (1) Whether the corporation is a publicly held
    domestic or foreign corporation with its principal
    executive office located in Illinois.
        (2) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, data on specific qualifications,
    skills, and experience that the corporation considers for
    its board of directors, nominees for the board of
    directors, and executive officers.
        (3) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, the self-identified gender of each
    member of its board of directors.
        (4) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, whether each member of its board of
    directors self-identifies as a minority person and, if so,
    which race or ethnicity to which the member belongs.
        (5) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, the self-identified sexual
    orientation of each member of its board of directors.
        (6) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, the self-identified gender identity
    of each member of its board of directors.
        7 (5) Where the corporation is a publicly held
    domestic or foreign corporation with its principal
    executive office located in Illinois, a description of the
    corporation's process for identifying and evaluating
    nominees for the board of directors, including whether
    and, if so, how demographic diversity is considered.
        8 (6) Where the corporation is a publicly held
    domestic or foreign corporation with its principal
    executive office located in Illinois, a description of the
    corporation's process for identifying and appointing
    executive officers, including whether and, if so, how
    demographic diversity is considered.
        9 (7) Where the corporation is a publicly held
    domestic or foreign corporation with its principal
    executive office located in Illinois, a description of the
    corporation's policies and practices for promoting
    diversity, equity, and inclusion among its board of
    directors and executive officers.
    Information reported under this subsection shall be
updated in each annual report filed with the Secretary of
State thereafter.
    (d) Beginning no later than March 1, 2021, and every March
1 thereafter, the University of Illinois Systems shall review
the information reported and published under subsection (c)
and shall publish on its website a report that provides
aggregate data on the demographic characteristics of the
boards of directors and executive officers of corporations
filing an annual report for the preceding year along with an
individualized rating for each corporation. The report shall
also identify strategies for promoting diversity and inclusion
among boards of directors and corporate executive officers.
    (e) The University of Illinois System shall establish a
rating system assessing the representation of women, and
minorities, and LGBTQ people on corporate boards of directors
of those corporations that are publicly held domestic or
foreign corporations with their principal executive office
located in Illinois based on the information gathered under
this Section. The rating system shall consider, among other
things: compliance with the demographic reporting obligations
in subsection (c); the corporation's policies and practices
for encouraging diversity in recruitment, board membership,
and executive appointments; and the demographic diversity of
board seats and executive positions.
(Source: P.A. 101-589, eff. 8-27-19.)
 
    Section 99. Effective date. This Act takes effect January
1, 2022.

Effective Date: 1/1/2022