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1 AN ACT concerning State government.
2 Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
4 Section 5. The Business Corporation Act of 1983 is amended
5by 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
9women, minorities, and LGBTQ people are still largely
10underrepresented nationally in positions of corporate
11authority, such as serving as a director on a corporation's
12board of directors. This low representation could be
13contributing to the disparity seen in wages made by females
14and minorities versus their white male counterparts. Increased
15representation of these individuals as directors on boards of
16directors for corporations may boost the Illinois economy,
17improve opportunities for women, minorities, and LGBTQ people
18in the workplace, and foster an environment in Illinois where
19the business community is representative of our residents.
20Therefore, it is the intent of the General Assembly to gather
21more data and study this issue within the State so that
22effective policy changes may be implemented to eliminate this
23disparity.

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1 (b) As used in this Section:
2 "Annual report" means the report submitted annually to the
3Secretary of State pursuant to this Act.
4 "Female" means a person who is a citizen or lawful
5permanent resident of the United States and who
6self-identifies as a woman, without regard to the individual's
7designated sex at birth.
8 "Minority person" means a person who is a citizen or
9lawful permanent resident of the United States and who is any
10of 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
8practical after August 27, 2019 (the effective date of Public
9Act 101-589), but no later than January 1, 2021, the following
10information shall be provided in a corporation's annual report
11submitted to the Secretary of State under this Act and made
12available by the Secretary of State to the public online as it
13is 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
14updated in each annual report filed with the Secretary of
15State thereafter. The Secretary of State shall establish a
16publicly accessible and searchable database of the information
17in each annual report.
18 (d) Beginning no later than March 1, 2021, and every March
191 thereafter, the University of Illinois Systems shall review
20the information reported and published under subsection (c)
21and shall publish on its website a report that provides
22aggregate data on the demographic characteristics of the
23boards of directors and executive officers of corporations
24filing an annual report for the preceding year along with an
25individualized rating for each corporation. The report shall
26also identify strategies for promoting diversity and inclusion

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1among boards of directors and corporate executive officers.
2 (e) The University of Illinois System shall establish a
3rating system assessing the representation of women,
4minorities, and LGBTQ people on corporate boards of directors
5of those corporations that are publicly held domestic or
6foreign corporations with their principal executive office
7located in Illinois based on the information gathered under
8this Section. The rating system shall consider, among other
9things: compliance with the demographic reporting obligations
10in subsection (c); the corporation's policies and practices
11for encouraging diversity in recruitment, board membership,
12and executive appointments; and the demographic diversity of
13board seats and executive positions.
14(Source: P.A. 101-589, eff. 8-27-19; 102-223, eff. 1-1-22;
15102-813, eff. 5-13-22.)