​Board diversity is a key area of focus for many company stakeholders., including large investors and state government. The recent announcement that Goldman Sach’s will require U.S. and European companies it takes public to have either a female or diverse board member, marks the latest development in board diversity, echoing advancements we’ve been seeing take place. 

Here’s a look at the progress towards board diversity over the past few years as well as future objectives:

 

2017

  • State Street Global Advisors, among the world’s top five asset managers, called for 3,500 global companies to add at least one female director to their boards. Commissioned and installed the Fearless Girl statue in downtown Manhattan to commemorate International Women’s Day.
  • Vanguard, the largest provider of mutual funds and the second-largest provider of exchange-traded funds in the world, joined the 30% Club, a global coalition that’s working to increase female representation in boardrooms and leadership roles.
  • The New York City Comptroller launched the Boardroom Accountability Project 2.0 on behalf of the five NYC retirement systems, requesting their pension fund companies provide diversity information on their respective boards.

2018

  • BlackRock, the world’s largest asset manager, stated that it expects companies to have at least two female directors on every board, with failure to do so potentially causing it to vote against the election of nominating/governance committee members.
  • Institutional Shareholder Services (ISS) and Glass Lewis, instituted policies regarding board diversity: ISS, a leading provider of corporate governance and investment solutions for institutional investors and corporations worldwide, adopted a policy to generally recommend against companies lacking at least one female director on the board.
  • Glass Lewis, a proxy advisory firm, adopted a policy stating that it will generally recommend voting against the chair of the nominating committee at a company with no female directors on the board.
  • California passed a law that requires publicly traded companies headquartered in the state to include at least one female on their boards of directors by the end of 2019 (or incur a $100,000 fine). By the end of 2021, a minimum of two females must sit on boards with five directors, and three females on boards with six or more directors.

2019 and beyond

Following California’s lead, several other states have enacted or proposed legislation that would result in policies regarding the number of female directors of publicly held domestic and foreign companies with principle offices in their state, some with fines for non-compliance.

Enacted

  • Illinois passed a law requiring public corporations with principal executive offices in Illinois to report diversity information on their current board members, along with policies and procedures in place to promote board member diversity and inclusion.
  • New York’s Department of State launched a “Women on Corporate Boards Study“ in collaboration with the Department of Taxation and Finance. The study requires them to research corporations authorized to do business in New York State to identify the number of women who serve on boards of directors.
  • Maryland instituted new annual reporting requirements for a specific population of corporations within the state regarding the number of women serving on corporate boards.

Proposed

  • Several states have proposed having more women serve on boards, with incremental increases, depending on board size.
  • Michigan and New Jersey have both proposed bills that publicly held corporations with principal offices in their respective states be required to have at least one female board member, with incremental increases over time, depending on board size. Fines for initial non-compliance would start at $100,00 and increase to $300,000 for subsequent violations.
  • Pennsylvania has proposed a bill that encourages publicly held corporations within the state to have women board members with incremental increases, depending on board size.1

 

Some studies indicate that greater board diversity leads to expanded skills, background and diversity of thought, which in turn leads to better decision making and performance.

Research by the University of Calgary of 857 firms on the S&P's 1500 Composite Index found that those with more women on their boards had better performance with regard to their ESG (environment, social and governance) goals. Additionally, a study by the University of Toronto of 6,000 U.S.-listed companies found that those with boards comprised of both women and men outperformed those with one woman or no women board members, with reduced incidences of financial misconduct and fraud.

Goldman Sach's announcement that it will no longer underwrite a company going public in the U.S. and Europe if the company lacks a director who is either female or diverse (effective June 30) is representative of a larger governance trend that continues to evolve. As large investors like BlackRock State Street continue to focus on the issue, similar policies may proliferate. 

 

[1] https://www.cogencyglobal.com/blog/more-states-promote-gender-diversity-on-corporate-boards