Thomas Lee Hazen & Lissa Lamkin Broome, Board Diversity and Proxy Disclosure,37 University of Dayton Law Review 39 (2011)
This Article describes some of the different approaches to tackling this lack of representation of women and minorities on corporate boards. We explore two aspects of proxy statement regulation -- shareholder proposals related to corporate diversity and the recent amendments to the proxy regulations which require that companies disclose how they consider diversity in nominating board members. We also present the results of our analysis of the proxy statements of Fortune 100 companies in the proxy year immediately preceding the effective date of the new proxy disclosure rule and in the year following the rule’s effective date to catalog the initial effects of the rule on how companies discussed diversity in nominating board members. We conclude by suggesting that the SEC issue interpretive guidance to clarify its view that "consideration" of diversity in the director nomination process is a diversity "policy" and that the proxy disclosure must discuss implementation of that policy and assess its effectiveness, rather than continue to make this point only in the piecemeal proxy comment basis. Such guidance could also suggest other aspects of the diversity disclosure discussion that would be viewed favorably by investors, including disclosing the assessment of the diversity policy’s effectiveness instead of merely discussing "how" the policy is assessed, disclosing the demographic diversity of the director nominee slate, and describing the concrete steps used to develop a diverse slate of director candidates.
Fortune 100 Proxy Statements regarding director diversity
Top 50 NC Public Company Proxy Statements regarding director diversity
Papers and Chapters Related to Director Interview Study (with Professors Kimberly D. Krawiec, Duke Law School, and John M. Conley, UNC School of Law)