To establish requirements on accelerated filers receiving Federal aid related to COVID-19, to establish requirements on all corporations until Federal aid related to COVID-19 is repaid, and for other purposes.

I 116TH CONGRESS 2D SESSION H. R. 6360 To establish requirements on accelerated filers receiving Federal aid related to COVID–19, to establish requirements on all corporations until Federal aid related to COVID–19 is repaid, and for other purposes. IN THE HOUSE OF REPRESENTATIVES MARCH 23, 2020 Ms. OCASIO-CORTEZ (for herself, Ms. TLAIB, and Ms. PRESSLEY) introduced the following bill; which was referred to the Committee on Financial Services A BILL To establish requirements on accelerated filers receiving Fed- eral aid related to COVID–19, to establish requirements on all corporations until Federal aid related to COVID– 19 is repaid, and for other purposes. Be it enacted by the Senate and House of Representa- 1 tives of the United States of America in Congress assembled, 2 SECTION 1. REQUIREMENTS ON ALL CORPORATIONS UNTIL 3 FEDERAL AID RELATED TO COVID–19 IS RE- 4 PAID. 5 Any corporation that receives Federal aid related to 6 COVID–19 shall, until the date on which all such Federal 7 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 2 •HR 6360 IH aid is repaid by the corporation to the Federal Govern- 1 ment, comply with the following: 2 (1) RESTRICTIONS ON EXECUTIVE BONUSES.— 3 The corporation may not pay a bonus to any execu- 4 tive of the corporation. 5 (2) BAN ON EXECUTIVE GOLDEN PARA- 6 CHUTES.—The corporation may not pay any type of 7 compensation (whether present, deferred, or contin- 8 gent) to an executive of the corporation, if such com- 9 pensation is in connection with the termination of 10 employment of the executive. 11 (3) BAN ON STOCK BUYBACKS.—The corpora- 12 tion may not purchase securities of the corporation. 13 (4) BAN ON DIVIDENDS.—The corporation may 14 not pay dividends on securities of the corporation. 15 (5) BAN ON FEDERAL LOBBYING.—The cor- 16 poration may not carry out any Federal lobbying ac- 17 tivities. 18 SEC. 2. PERMANENT REQUIREMENTS ON ACCELERATED 19 FILERS RECEIVING FEDERAL AID RELATED 20 TO COVID–19. 21 (a) IN GENERAL.—An accelerated filer that receives 22 Federal aid related to COVID–19 shall permanently com- 23 ply with the following: 24 (1) WORKER BOARD REPRESENTATION.— 25 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 3 •HR 6360 IH (A) IN GENERAL.—At least 1⁄3 of the mem- 1 bers of the accelerated filer’s directors are cho- 2 sen by the employees of the accelerated filer in 3 a one-employee-one-vote election process. 4 (B) COMPLIANCE DATE.—An accelerated 5 filer shall comply with the requirements under 6 subparagraph (A) not later than the end of the 7 2-year period beginning on the date of enact- 8 ment of this Act. 9 (C) DEFINITIONS.—In this paragraph— 10 (i) the term ‘‘director’’ has the mean- 11 ing given the term in section 3 of the Se- 12 curities Exchange Act of 1934 (15 U.S.C. 13 78c); and 14 (ii) the term ‘‘employee’’ has the 15 meaning given the term in section 2 of the 16 National Labor Relations Act (29 U.S.C. 17 152). 18 (2) ADDITIONAL DISCLOSURES.—If the securi- 19 ties of the corporation are traded on a national secu- 20 rities exchange, the corporation shall issue the fol- 21 lowing disclosures to the Securities and Exchange 22 Commission on a quarterly basis (and make such 23 disclosures available to shareholders of the corpora- 24 tion and the public): 25 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 4 •HR 6360 IH (A) The political spending disclosures re- 1 quired under subsection (b). 2 (B) The human capital management dis- 3 closures required under subsection (c). 4 (C) The environmental, social, and govern- 5 ance disclosures required under subsection (d). 6 (D) The Federal aid disclosures required 7 under subsection (e). 8 (E) The disclosures of financial perform- 9 ance on a country-by-country basis required 10 under subsection (f). 11 (b) POLITICAL SPENDING DISCLOSURES.— 12 (1) IN GENERAL.—With respect to an acceler- 13 ated filer, the disclosures required under this sub- 14 section are— 15 (A) a description of any expenditure for 16 political activities made during the preceding 17 quarter; 18 (B) the date of each expenditure for polit- 19 ical activities; 20 (C) the amount of each expenditure for po- 21 litical activities; 22 (D) if the expenditure for political activi- 23 ties was made in support of or opposed to a 24 candidate, the name of the candidate and the 25 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 5 •HR 6360 IH office sought by, and the political party affili- 1 ation of, the candidate; 2 (E) the name or identity of trade associa- 3 tions or organizations described in section 4 501(c) of the Internal Revenue Code of 1986 5 and exempt from tax under section 501(a) of 6 such Code which receive dues or other pay- 7 ments as described in paragraph (1)(A)(i)(III); 8 (F) a summary of each expenditure for po- 9 litical activities made during the preceding year 10 in excess of $10,000, and each expenditure for 11 political activities for a particular election if the 12 total amount of such expenditures for that elec- 13 tion is in excess of $10,000; 14 (G) a description of the specific nature of 15 any expenditure for political activities the cor- 16 poration intends to make for the forthcoming 17 fiscal year, to the extent the specific nature is 18 known to the corporation; and 19 (H) the total amount of expenditures for 20 political activities intended to be made by the 21 corporation for the forthcoming fiscal year. 22 (2) DEFINITIONS.—In this subsection: 23 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 6 •HR 6360 IH (A) EXPENDITURE FOR POLITICAL ACTIVI- 1 TIES.—The term ‘‘expenditure for political ac- 2 tivities’’— 3 (i) means— 4 (I) an independent expenditure 5 (as defined in section 301(17) of the 6 Federal Election Campaign Act of 7 1971 (52 U.S.C. 30101(17))); 8 (II) an electioneering communica- 9 tion (as defined in section 304(f)(3) of 10 that Act (52 U.S.C. 30104(f)(3))) and 11 any other public communication (as 12 defined in section 301(22) of that Act 13 (52 U.S.C. 30101(22))) that would be 14 an electioneering communication if it 15 were a broadcast, cable, or satellite 16 communication; or 17 (III) dues or other payments to 18 trade associations or organizations de- 19 scribed in section 501(c) of the Inter- 20 nal Revenue Code of 1986 and exempt 21 from tax under section 501(a) of that 22 Code that are, or could reasonably be 23 anticipated to be, used or transferred 24 to another association or organization 25 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 7 •HR 6360 IH for the purposes described in sub- 1 clause (I) or (II); and 2 (ii) does not include— 3 (I) direct lobbying efforts 4 through registered lobbyists employed 5 or hired by the corporation; 6 (II) communications by a cor- 7 poration to its shareholders and exec- 8 utive or administrative personnel and 9 their families; or 10 (III) the establishment and ad- 11 ministration of contributions to a sep- 12 arate segregated fund to be utilized 13 for political purposes by a corpora- 14 tion. 15 (B) EXCEPTION.—The term ‘‘corporation’’ 16 does not include an investment company reg- 17 istered under section 8 of the Investment Com- 18 pany Act of 1940 (15 U.S.C. 80a–8). 19 (c) HUMAN CAPITAL MANAGEMENT DISCLOSURES.— 20 With respect to an accelerated filer, the disclosures re- 21 quired under this subsection are the following: 22 (1) Workforce demographic information, includ- 23 ing the number of full-time employees, the number 24 of part-time employees, the number of contingent 25 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00007 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 8 •HR 6360 IH workers (including temporary and contract workers), 1 and any policies or practices relating to subcon- 2 tracting, outsourcing, and insourcing. 3 (2) Workforce stability information, including 4 information about the voluntary turnover or reten- 5 tion rate, the involuntary turnover rate, the internal 6 hiring rate, and the internal promotion rate. 7 (3) Workforce composition, including data on 8 diversity (including racial and gender composition) 9 and any policies and audits related to diversity. 10 (4) Workforce skills and capabilities, including 11 information about training of employees (including 12 the average number of hours of training and spend- 13 ing on training per employee per year), skills gaps, 14 and alignment of skills and capabilities with business 15 strategy. 16 (5) Workforce culture and empowerment, in- 17 cluding information about— 18 (A) policies and practices of the corpora- 19 tion relating to freedom of association and 20 work-life balance initiatives; 21 (B) any incidents of verified workplace 22 harassment in the previous 5 fiscal years of the 23 corporation; and 24 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00008 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 9 •HR 6360 IH (C) policies and practices of the corpora- 1 tion relating to employee engagement and psy- 2 chological wellbeing, including management dis- 3 cussion regarding— 4 (i) the creation of an autonomous 5 work environment; 6 (ii) fostering a sense of purpose in the 7 workforce; 8 (iii) trust in management; and 9 (iv) a supportive, fair, and construc- 10 tive workplace. 11 (6) Workforce health and safety, including in- 12 formation about— 13 (A) the frequency, severity, and lost time 14 due to injuries, illness, and fatalities; 15 (B) the total dollar value of assessed fines 16 under the Occupational Safety and Health Act 17 of 1970; 18 (C) the total number of actions brought 19 under section 13 of the Occupational Safety 20 and Health Act of 1970 to prevent imminent 21 dangers; and 22 (D) the total number of actions brought 23 against the corporation under section 11(c) of 24 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00009 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 10 •HR 6360 IH the Occupational Safety and Health Act of 1 1970. 2 (7) Workforce compensation and incentives, in- 3 cluding information about— 4 (A) total workforce compensation, includ- 5 ing disaggregated information about compensa- 6 tion for full-time, part-time, and contingent 7 workers; 8 (B) policies and practices about how per- 9 formance, productivity, and sustainability are 10 considered when setting pay and making pro- 11 motion decisions; and 12 (C) policies and practices relating to any 13 incentives and bonuses provided to employees 14 below the named executive level and any policies 15 or practices designed to counter any risks cre- 16 ate by such incentives and bonuses. 17 (8) Workforce recruiting, including information 18 about the quality of hire, new hire engagement rate, 19 and new hire retention rate. 20 (d) ENVIRONMENTAL, SOCIAL, AND GOVERNANCE 21 DISCLOSURES.—With respect to an accelerated filer, the 22 disclosures required under this subsection are disclosures 23 that satisfy the recommendations of the Task Force on 24 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00010 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 11 •HR 6360 IH Climate-related Financial Disclosures of the Financial 1 Stability Board as reported in June, 2017. 2 (e) FEDERAL AID DISCLOSURES.—With respect to 3 an accelerated filer, the disclosure required under this sub- 4 section is a description of how the Federal aid related to 5 COVID–19 received by the corporation is being used to 6 support the corporation’s employees. 7 (f) DISCLOSURES OF FINANCIAL PERFORMANCE ON 8 A COUNTRY-BY-COUNTRY BASIS.— 9 (1) IN GENERAL.—With respect to an acceler- 10 ated filer, the disclosures required under this sub- 11 section are the following: 12 (A) CONSTITUENT ENTITY INFORMA- 13 TION.—Information on any constituent entity of 14 the corporation, including the following: 15 (i) The complete legal name of the 16 constituent entity. 17 (ii) The tax jurisdiction, if any, in 18 which the constituent entity is resident for 19 tax purposes. 20 (iii) The tax jurisdiction in which the 21 constituent entity is organized or incor- 22 porated (if different from the tax jurisdic- 23 tion of residence). 24 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00011 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 12 •HR 6360 IH (iv) The tax identification number, if 1 any, used for the constituent entity by the 2 tax administration of the constituent enti- 3 ty’s tax jurisdiction of residence. 4 (v) The main business activity or ac- 5 tivities of the constituent entity. 6 (B) TAX JURISDICTION.—Information on 7 each tax jurisdiction in which one or more con- 8 stituent entities is resident, presented as an ag- 9 gregated or consolidated form of the informa- 10 tion for the constituent entities resident in each 11 tax jurisdiction, including the following: 12 (i) Revenues generated from trans- 13 actions with other constituent entities. 14 (ii) Revenues not generated from 15 transactions with other constituent enti- 16 ties. 17 (iii) Profit or loss before income tax. 18 (iv) Total income tax paid on a cash 19 basis to all tax jurisdictions. 20 (v) Total accrued tax expense re- 21 corded on taxable profits or losses. 22 (vi) Stated capital. 23 (vii) Total accumulated earnings. 24 VerDate Sep 11 2014 18:22 Apr 09, 2020 Jkt 099200 PO 00000 Frm 00012 Fmt 6652 Sfmt 6201 E:\BILLS\H6360.IH H6360 pamtmann on DSKBC07HB2PROD with BILLS 13 •HR 6360 IH (viii) Total number of employees on a 1 full-time equivalent basis. 2 (ix) Net book value of tangible assets, 3 which, for purposes of this section, does 4 not include cash or cash equivalents, intan- 5 gibles, or financial assets. 6 (C) SPECIAL RULES.—The information 7 listed in subparagraph (B) shall be provided, in 8 aggregated or consolidated form, for any con- 9 stituent entity or entities that have no tax juris- 10 diction of residence. In addition, if a constituent 11 entity is an owner of a constituent entity that 12 does not have a jurisdiction of tax residence, 13 then the owner’s share of such entity’s revenues 14 and [Text truncated for display. Full text available on Congress.gov.]