Tuesday, July 19, 2016

Diversity and Corporate Governance

Federal regulators and policymakers want to increase the level of diversity at financial institutions, including their boards.

Beginning in 2010, Section 342 of the Dodd Frank Act created the Office of Minority and Women Inclusion (OMWI). One of the goals of OMWI was to assess the diversity policies and practices of entities regulated by the various federal agencies.

In 2015, federal bank regulators and the Securities and Exchange Commission issued a final rule establishing standards for regulated entities to create and strengthen their diversity policies and practices — including their organizational commitment to diversity, workforce and employment practices, procurement and business practices, and practices to promote transparency of organizational diversity and inclusion within the entities' U.S. operations.

NCUA as part of this final rule issued a voluntary self-assessment checklist that provides credit unions with best practices for assessing their diversity policies and practices.

However, my experience is that voluntary best practices tend to become what is expected by examiners.

In a June 2016 speech, Securities and Exchange Commission (SEC) Chairman Mary Jo White stated that "the low level of board diversity in the United States is unacceptable." She believes increasing board diversity is the right thing to do.

To address the issue of board diversity, Chairman White stated that the agency staff are working on a proposed rule that would require public companies to include in their proxy statement “meaningful disclosures” of the race, sex and ethnicity of their board members and board nominees. Chairman White commented that the disclosures would be based on voluntary self-reporting by directors.

While SEC regulations do not apply to credit unions, I suspect that it is only a matter of time before credit unions, as well as other non-publicly traded financial institutions, would be subject to such disclosure about board members and nominees, as it would be viewed as good corporate governance.

While greater board diversity is a positive, having the federal government mandate it is not.

No comments:

Post a Comment


The content is provided for educational purposes only, with the understanding that neither the authors, contributors, nor the publishers of this site are engaged in rendering legal, accounting or other expert or professional services. If legal or other expert assistance is required, the services of a competent professional should be sought.

Comments appearing in response to articles appearing on this site do not necessarily reflect the views of the ABA. ABA makes no representations regarding the truth or accuracy of commentary or opinions that may be posted in response to the articles that appear on this website.

The inclusion herein of any link to a website, either in the text of an article or in a comment, does not denote any approval, sponsorship, or endorsement by the ABA, and ABA is not responsible for the content or opinions expressed on those linked websites or related commentary. This content is not licensed to third parties sites and is not affiliated with any third party site. Any reference to the author or this content on any third party site on the Internet is not authorized by the ABA.

It is the policy of the American Bankers Association to comply fully with all antitrust laws. Certain discussions should be considered off-limits, including those that contain competitively sensitive data such as price and cost information, or statements that could be construed as reflecting an attempt or desire to control or influence a particular market or markets. Future pricing or other prospective competitive information should never be shared.